Health Care Real Estate Advisor

Credit Tenant Lease (CTL) Financing with Andrew Minkus

Credit Tenant Lease (“CTL”) Financing with Andrew Minkus

An interview with Andrew Minkus from Mesirow Financial: In this episode, Andrew Dick interviews Andrew Minkus, a Managing Director with Mesirow Financial. Mesirow Financial is one of the leading investment banks in the country with deep expertise placing debt for CTL transactions.

Host: Andrew Dick
Guest: Andrew Minkus

Podcast Participants

Andrew Dick

Andrew Dick is a Shareholder with Hall Render in the Indianapolis office. His practice focuses on real estate transactions and environmental law. He advises hospitals and health care systems around the country on the planning, construction and development of new hospitals, medical office buildings, surgery centers and skilled nursing facilities. 

Andrew Minkus

Andrew Minkus is a managing director in Mesirow Financial’s Credit Tenant Lease and Structured Debt Products group. He is responsible for originating and structuring senior and mezzanine debt capital primarily for clients that own commercial real estate involving strong underlying credits. Andrew also specializes in structuring public private partnership “P3” transactions along with other public sector related CTL’s.

Andrew Dick: Hello and welcome to the Healthcare Real Estate Adviser podcast. I’m Andrew Dick an attorney with Hall Render, the largest healthcare-focused law firm in the country. Please remember the views expressed in this podcast are those of the participants only and do not constitute legal advice. Today we will be talking about a unique way for healthcare providers to finance sale leaseback transactions, and build the suit facilities using credit tenant leases or CTLs for short. CTLS have been around for a while, but are becoming more popular in the healthcare industry. Typically, health care providers seeking CTL financing will hire an investment bank to assist with the structuring and placement of the CTL bonds. Mesirow financial is one of the leading investment banks in the country with deep expertise placing debt for CTL transactions. Today we will be talking with Andrew Minkus, a managing director with Mesirow financial.

Andrew, thanks for joining me.

Andrew Minkus: Yeah, thanks for having me. Glad to have the opportunity to participate.

Andrew Dick: Andrew, before we talk about CTL transactions and Mesirow financial, let’s talk a little bit about your background. You’re a Midwest guy with an undergraduate and graduate degree in finance. Early in your career, you worked for Newmark Realty Capital. Tell us a little bit about what you were doing there.

Andrew Minkus: Yeah, sure. So Newmark is, I guess we would call it a full service commercial mortgage banking firm. I spent about five years there. My primary responsibility was originating conventional commercial real estate debt associated with a wide range of commercial real estate projects, but I would say primarily four food groups, retail office, multifamily, industrial. I would say much of that debt work was placed with the company’s life insurance company correspondence. But we also originated a lot of CMBS and bank executed product as well as a little bit of hard money in bridge. So that’s what I did at Newmark.

Andrew Dick: So after Newmark you made the move to Lake Shore Management and tell us a little bit about your role there.

Andrew Minkus: Yeah, so upon relocating back to Chicago in roughly 2010 I was introduced to a local Chicago private equity shop called Lake Shore Management. Lake Shore Management is in the manufactured home community business, which is a fancy term for mobile home parks. That’s their asset of choice. They own and operate a significant portfolio of said manufactured homes. And my job there was primarily to … responsible for structuring, sourcing and doing a variety of ad hoc due diligence associated with new acquisitions. And then in addition to that, I was also responsible for a variety of just general asset management responsibilities that go along with just managing the overall performance of the portfolio.

Andrew Dick: And Andrew, after you worked at Lake Shore for awhile, you made the move to Mesirow financial where you’re currently at in Chicago. Talk a little bit about that transition and how you were introduced to Mesirow.

Andrew Minkus: So the gig at Lake Shore was actually an interim role. I was plugging a hole due to some abundance of work at the time. And I could see that role was quickly becoming a permanent role. And it was at that same time that actually the gentleman that I worked for in San Francisco at Newmark had introduced me to my current division head. They had met at a conference and we hit it off and he had just started up the group here at Mesirow. I was quickly fascinated with the opportunity. I could tell that this opportunity at Mesirow was an opportunity to just touch so many different segments of the market. This job here is really a job in real estate. It’s a job and structured finance. It’s a job in public finance. It’s a job in corporate finance. So it really has just many interesting tenants to it. Yeah, that’s why I made the leap over to Mesirow. So that was back in July of 2010.

Andrew Dick: And tell us a little bit about Mesirow, its history and the scope of services offered by the company.

Andrew Minkus: So Mesirow is a diversified financial services firm. We’re segmented into two main divisions. We’re an investment management, asset management house on one side and a capital markets investment banking on the other side. We’ve been around since 1937. We’re headquartered here in Chicago. We’ve got about 20 offices scattered across the country. A couple of international offices as well. Culturally we operate like a family office. We’re private. We’re 100% employee owned. We always have been.

Andrew Minkus: I think currently we’ve got about 16 sleeves of business, many of which are highly complementary to one another. I’ve been at Mesirow for coming up about nine years. I work in the credit tenant lease and structured debt products group. As part of the leadership team here my role is origination, structuring, debt placement, bond debt placement. We originate and structure a lot of conventional CTL debt and we also spend a lot of time with a variety of other structured products such as CTLB notes and rated bifurcated ground lease financings, and ad hoc project finance situations. We securitize special tax district work. We’ve done a little bit of asset-backed securities work. And a couple of years ago we also started a little side initiative which we generically refer to as our P3 initiative. It’s actually refer to as our infrastructure and project finance group. I’m part of the committee there. And as a result, I guess I pay a particular focus to transactions, CTL transactions and the like that have an element or touch the municipal space, the higher education space, the healthcare space and that sort of thing.

Andrew Dick: And one of the reasons we wanted to talk with you today is because of your deep expertise in CTL transactions and Mesirow’s reputation in the industry as being one of the leaders in terms of facilitating CTL transactions. Tell us a little bit about Mesirow’s CTL expertise and how many people are in the group and give us a little bit more detail on, on that.

Andrew Minkus: The CTL product has been around for probably 30 to 40 years, but I will say the business has evolved tremendously over that period of time. Back in the day we invite, we, not necessarily me, but some of the older generation, spent a lot of their time doing a lot of retail transactions. Walgreens and CVSs, and bank branches and things of that nature. It was a fairly commoditized asset class and not very unique in terms of structure and I think that’s how the business picked along for probably 20, 25 years. But over the last 10 years it’s evolved really away from retail for a lot of obvious reasons and more into dealing with government credits and project finance and corporate office facilities and facilities leased to municipalities and P3-type project.

Andrew Minkus: And the other thing that’s been interesting just from a development perspective is the asset class has largely ignored real estate. Going back 30 40 years, I would say over the last 10 years, we’ve started to ignore that fact and we’ve started to pay quite a bit of attention to real estate when and where applicable. And we started to do some really unique things and solve some really unique problems that historically nobody really had a solution for. So it’s been a fun and interesting evolution.

Andrew Minkus: But when we started the group, there were three of us originally. We’ve got about 10 now. We did a little over two billion dollars in production last year, which is a number we’re pretty proud of. I guess by way of production volume that does put us as the largest CTL group in the space. And I think I would attribute a lot of that success to the fact that we run a different business model here.

Andrew Minkus: Just being a full service investment bank we have some really unique and complimentary capabilities at Mesirow. We’re known on the street for being a bond house. Fixed income is one of the big drivers of our firm and we’ve spent a lot of time and resources to build up our distribution platform, what we would call our sales and trading force. And we’ve developed unbelievably deep relationships within the QUID marketplace. QUID was an acronym that stands for qualified institutional buyer. So we just have access to a lot more capital. We’re closer to the money than any of our competitors. And we also do a lot of regular way fixed income business that we really have our hand on the pulse of the market far more so than a lot of our competition. We’re also very creative, structurally speaking.

Andrew Minkus: We talked a little bit about the various internal resources here. We’re all so very big in public finance and there are a lot of synergies and correlations between what they do in that department and what we do in our department. And in many instances we’re melding our capabilities personnel to pursue transactions.

Andrew Minkus: And then the other thing that’s nice and unique about Mesirow is we have a balance sheet and we’ve got a lot of great support from the firm and we have access to firm capital to help support some of these CTL situation. So that’s a rather unique element just looking back at the business model.

Andrew Dick: Well Andrew, what I’ve learned over the years is that the CTL space is very … it’s a small group of of folks that work on these transactions and there isn’t a lot of information out there if you search the web. And so for our listeners, talk a little bit about what is a credit tenant lease and what makes it unique when you compare it to a traditional mortgage loan, for example,

Andrew Minkus: Unlike a traditional mortgage loan the primary underwriting consideration for a CTL is that of the underlying credit quality of the tenant or the underlying user, as opposed to with a traditional mortgage loan the primary underwriting consideration or the real estate fundamentals and the local real estate metric. CTLs, holistically, are priced and treated and structured more akin to that of an investment-grade rated corporate bond or an investment-grade rated municipal bond as opposed to, say, a mortgage investment.

Andrew Minkus: There’s a unique set of guidelines and principles that govern what we do and how we structure these bond transactions and some of those parameters are fairly unique. Again, compared with that of a traditional mortgage. So for example, some of these unique parameters would include things such as, we can underwrite down to a one-owed debt service coverage. We can underwrite up to a 100% of value. If it’s a construction project, we have no loan to cost basis constraints per se. These instruments are typically fixed-rate. They’re long-dated. I mean, we could go out 40, 50 years if we like the asset enough. So for these types of reasons, it allows us to produce some really efficient results, some really unique results compared with a traditional mortgage loan for the various transaction participants. But really the conversation centers wholly around, at least it starts and predominantly centers around underlying credit quality rather than the real estate. The real estate of the secondary consideration.

Andrew Dick: And you talked a little bit about some of the loan to value considerations that that would be involved in a mortgage loan transaction, but on a CTL there are scenarios where you could loan more than 100% of of the project costs, for example, in a new construction project. Right? I mean is is there a limit on how much these a CTL lenders will actually loan on a particular transaction?

Andrew Minkus: I would say the outside constraint is really on value much more so than loan to project costs. So the answer is really no when it comes to loan to project costs. We don’t have sensitivities about cash out financing and or how that capital is going to be applied to the operation, as opposed to a mortgage investor that’s going to probably be highly sensitive to those types of parameters. So if the economics are such that it produces a result that is equal 150% of project costs, let’s say for example, we will lend 150% of project cost so long as it meets the rest of the guidelines and principles that we have to meet.

Andrew Dick: What are some of the other benefits, Andrew, to the CTL structure? For example, is it possible to get a fixed rate lease rate for the 20 years, for example, which is almost unheard of in the traditional financing market and it seems like you can lock in a really attractive interest rate for a long period of time. Am I thinking about this correctly?

Andrew Minkus: Yeah, I couldn’t have said it any better. I think that’s one of the primary benefits to the key transaction participants. It’s really an exercise to come up with the most favorable constant, whether it’s a lease constant or a debt constant. Even if we’re backing into a rent constant that highly exceeds that of, quote unquote, market rent, given the local real estate parameters, that’s not something we’re going to be particularly sensitive to. I would say were largely ambivalent to that. I

Andrew Minkus: If it’s just a means of getting a more attractive attachment point, in other words, producing an unconventional amount of leverage, but the underlying user, then that’s what we’ll do. Or contrary to that, it can work in the opposite way where the goal might be to get the rent constant down as low as possible, and perhaps the underlying user is only looking to raise enough money to build the project, which might be far less than market value. This would be an excellent opportunity to do that. And all of the product is long-dated and it’s all fixed-rate. So really the longer the better in our universe.

Andrew Dick: And when we think of credit tenant leases I almost always think about a tenant that has an investment-grade credit rating. Talk a little bit about the underwriting requirements for a CTL. Do we have to find a tenant that has an investment-grade credit profile or can we go out and get a credit rating? How does that work?

Andrew Minkus: Yeah, a couple of comments. That’s a really good question actually. I would say that’s one common misconception in the space, but let me start by saying a common misconception in the space. But let me start by saying the typical credit profile, yes, it’s of investment-grade quality, although there are a handful of exceptions to that. So exception number one, we’ve done a handful of what we would call high yield CTLs or NEIC-3, NEIC-4 type CTL products. Now the appetite for that paper is entirely different. It speaks to a completely different audience and those deals take on a completely different shape and color, but it’s not necessarily threshold in nature if you have a slightly weaker credit.

Andrew Minkus: But even stepping aside from that, and not a lot of people realize, there’s a lot of great public and private credits out there that aren’t rated. And just because of these credits or these entities or these municipalities or healthcare systems don’t carry a credit rating, that doesn’t mean they don’t have good credit considerations.

Andrew Minkus: So in many instances, we’re able to involve a rating agency in the process and we’re able to rate the CTL transaction itself, not to be confused with the underlying credit. Yes, that’s the primary criteria for coming up with a result, but it’s the transaction itself that’s getting rated and in doing so, sometimes we can even generate a rating elevation above and beyond the underlying credit of the underlying user. Because the transaction rating takes into account two things. Number one, the credit support for the transaction as well as the real estate support, which is a naked CTL. We’re not really taking into account the real estate, at least from an NEIC perspective.

Andrew Dick: Andrew, talk a little bit about NEIC and what that means. So, it’s my understanding that those are guidelines used by the insurance industry. So for example, if a life insurance company wanted to make a CTL loan, they would be subject to those guidelines. Is that right?

Andrew Minkus: Yeah, it’s the risk capital charge designation that that’s referring to. So there’s a scale between one and six, one being the lowest designation, which carries the lowest risk capital charge, six being the highest designation, which carries the highest risk capital charge. The NEIC concept really only applies to US-based Life Insurance Companies, which happen to be the primary audience for this asset class. But yeah, when a US Life Insurance Company purchases a CTL asset or any fixed income asset, it does receive NEIC designation treatment. So the lower the risk capital designation, the more attractive the asset is to the investor. In other words, the more competitive the interest rate’s going to be.

Andrew Minkus: Because it dictates how much capital they either have to, or don’t have to, keep dry on the balance sheet. And the idea is to not keep dry powder on the balance sheet because that money just sits there and it doesn’t get deployed. So typically NEIC-1 and NEIC-2 are the two characterizations that refer to an investment-grade rated asset. So anything in the A category… A, double-A, Triple-A… would typically fall into the NEIC-1 bucket and anything in the triple-B category would fall into the NEIC-2 buckets.

Andrew Dick: So we’ve talked about life insurance companies making CTL loans or purchasing the loans. Talk a little bit about the other types of companies that would make a CTL loan or buy a CTL loan beyond a life insurance company.

Andrew Minkus: So in addition to LifeCo, Pension Money finds this asset class pretty attractive. We’ve sold and distributed a handful of product to various bond funds and mutual funds, alternative asset managers. There’s a good bit of religious money out there that finds these assets pretty attractive. And then some of the structured product vehicles that might be situated next to a conventional CTL or maybe underneath in a subordinate capacity, those types of instruments have broad appeal within the hedge fund community as well. So yeah, it’s not just the life insurance companies that are taking this product down and parking it in their portfolio.

Andrew Dick: And on the other side of the table, who are the typical tenants? We’ve talked about municipalities, non-profits. Most of our audience, they’re going to be healthcare providers or folks who develop healthcare facilities. Talk a little bit about who the borrower or the tenant could be in a CTL transaction.

Andrew Minkus: Yeah. In terms of the underlying users, like I was saying, this business has evolved quite a bit over the years, but I would say the lion’s share of the product that we see and that we’re involved with today, is going to involve of course healthcare systems. I would absolutely put that sector at the top of the list, just given a lot of the trends in that space right now. Any number of good corporate credits, whether it’s a tech, a Pharma, you know, we do quite a bit with the auto sector in Michigan for example. We financed a lot of headquarters assets for a couple of insurance companies, a couple of healthcare credits, Unilever, Verizon, companies like that.

Andrew Minkus: Higher education is another sector that’s picking up quite a bit of steam and starting to generate an appreciation for what we do in the financing space, whether it’s a student housing facility or a classroom or administrative facility. Non-profits are potential good candidates. Research institutions. Cultural institutions. Governmental entities, of course. Local governments, regional governments, state governments, and really anything that takes on that P3 profile. P3 meaning Public, Private, Partnership.

Andrew Dick: And talk a little bit about how a healthcare provider could use the CTL structure. When I’ve worked on these transactions, we’ve primarily use the CTL structure for build-to-suit medical office buildings, for example. A $30 million medical office building that will be a master leased to a non-profit healthcare system that has a double-A credit rating for example. But a CTL transaction could also be used for a sale lease-back. I mean, talk a little bit about the scope of transaction structures that you’re seeing in the market.

Andrew Minkus: Yeah. So there really are no limitations to your point in terms of transaction structure as well as product-type. So we’re involved in many transactions that involve the sale and lease-back of an asset. We do a lot of build-to-suit work. We finance a lot of facilities that are just getting renewed. So a straight recapitalization we would call that. Also a lot of just organic acquisition work and again, the instrument can be applied to any product-type. A headquarters, an auxiliary medical office building, a hospital, a central plant, a utility plant that’s servicing a healthcare campus, a data center. We don’t even necessarily need hard collateral per se. So for example, we finance tenant-improvement leases, with essentially no real property, for example. A licensing agreement, things of that nature. So again, the scope is fairly broad in terms of just the application of the product.

Andrew Dick: Andrew, when I think of CTLs, I think of a larger transaction, 30 million plus. Is that a misconception or when does it make sense to use a CTL? What is the smallest CTL you’ve worked on, to the largest, for example?

Andrew Minkus: Yeah, good question. I think I’d relegate that into the misconception category as well. So I mean, look, I don’t run around the country mentioning this… although maybe I do now that I’m on the podcast… but the smallest transaction we’ve ever done has been south of 2 million bucks. So I would say our sweet spot is probably in the $25 to $300 million range. The largest transaction that we’ve put together is a little bit north of $650 million. We have two 10-figure assignments that we’ve recently been mandated on. So there’s really no limitation. We try not to let our egos get in the way if it’s a nice clean piece of business. We’re happy to have it, even if it’s a small transaction. But also if it’s a substantial transaction, we certainly have the capabilities to handle that as well.

Andrew Dick: Great. And talk a little bit about how some of the CTLs are structured in terms of the amortization schedule. I’ve seen CTLs where the lease is fully amortizing, meaning that at the end of the 25-year lease-term, the asset is effectively owned by the tenant. But I know that there are ways to structure CTLs where they may not be fully amortizing. So talk about that structure in general.

Andrew Minkus: Yeah, so I touched a little bit in the beginning just about the general evolution of the space and the business. And the direct answer to the question, which we get quite often, is “Do CTL loans need to be fully amortizing?” The answer is a resounding, “No.” Now having said that, the conventional guidelines, that guide what we do and how we do it, technically require a conventional CTL to self-liquidate. Or have a balloon not to exceed an amount equal to 5% of initial par. However, there are many ways to extend the amortization now. So historically that didn’t really happen very often. There’s a synthetic insurance product called Residual Value Insurance and/or Balloon No Guaranteed Program that’s been around for some time, but never really utilized in a very meaningful way.

Andrew Minkus: But in addition to that, that’s really why we started this Structure Products Initiative about four years ago and we’ve underwritten a little over 4 billion within that initiative and the best way to think about it as a basket of solutions that allows us to provide for extended amortization. And we do this by way of structuring Pari Passu A2 notes and Zero Coupon B notes and Pick Bonds and Residual Certificates and all sorts of more esoteric, creative structuring work. They’re really hybrid securities that are supported with both good credit during the lease term as well as some real estate.

Andrew Minkus: I talked a little bit in the beginning about how the industry largely ignored real estate for many, many years. We’re no longer ignoring real estate, when and where applicable, and these types of structures can serve a variety of different benefits really. They can of course be used to produce more leverage. They can be used to produce more cash-flow. They can be used to ratchet-down a rent constant. They can be used to produce, in some cases, a more favorable tax outcome. So and/or any permutation of those potential benefits. So it’s been just a really interesting trend and development in this space. As I say, when and where applicable.

Andrew Dick: Andrew, over the years when I’ve worked on CTLs, some of the healthcare providers that I represent will insist upon a purchase option at some point during the term of the lease. Maybe it’s in year 10 or 15 if it’s a 25-year CTL. I know that sometimes those can be challenging to structure. Talk about purchase options in CTL transactions. How are those viewed in the market and how do you set those up from your perspective?

Andrew Minkus: So I think you’re right to suggest that purchase options can introduce some challenges. They’re not easy to structure around. I guess the best thing I would say is they need to be thought through carefully up-front. And there are different ways to structure around a purchase option. I think a lot of it hinges on the relationship between landlord and tenant, assuming they’re unaffiliated. That’s not always the case, right? Perfectly fine if they’re affiliated entities. That’s more of a synthetic arrangement, but I think we need to just appreciate perpetual ownership versus tenant reversion. What happens to the asset at the end of the term? Who is the beneficial user?

Andrew Minkus: I think the cleanest way to deal with purchase options, at least when you have two unaffiliated parties on each side of a lease, is if the purchase option carries an obligation by which the buyer or tenant is obligated to assume the existing debt, if they can’t come to an agreement on the purchase price economics that allowed the debt to be satisfied, paid off, albeit with [inaudible 00:12:28], then they get the right to assume the existing debt package. Which is not necessarily a bad outcome because we’re putting together some pretty efficient and pretty attractive financing, at least we would humbly think. That’s probably the easiest and cleanest way to deal with a purchase option.

Andrew Minkus: Now that introduces all sorts of privity into the loan documents. Again, that’s why you really have to appreciate the relationship up-front. How open-book is the relationship… which I realize is a topic maybe we’ll touch on a little bit later… but absent the ability to do that, what we would be forced to do is structure call optionality into the debt instrument to mirror that of the purchase optionality under the lease.

Andrew Minkus: That’s not an insurmountable hurdle. It’s a more challenging hurdle. It’s a less efficient hurdle. Call optionality can be very expensive. Which kind of ripples through the entire structure and it’s going to impact the landlord’s economics and of course it’s going to impact the tenants economics. So I think some of the considerations there are, you got to think about how we’re going to structure the call option. At what point in the structure does that call option and corresponding purchase option come into play? Is it a one-time right? Is it an ongoing right? Of course, the further down the road you introduce that purchase option, the more favorable the economics of that purchase option are going to be. If you’re looking at a 25-year term and there’s purchase option risk within five years, somewhere close to par, that’s going to be a very, very expensive endeavor.

Andrew Minkus: So economics is one consideration. There’s also a consideration of familiarity. So CTLs are primarily structured on a taxable basis. Not always. They can be structured on a taxable basis, not always. They can be structured on a tax exempt basis at times as well. It depends on where we’re distributing this debt instruments. So if we’re distributing the debt into the taxable corporate muni market, I would say generally there’s less resilience to absorb call option risk in a transaction. Whereas the tax exempt, like the classic muni market, they’re probably a little bit more resilient to call optionality at various points in the structure. So I think how the deal is structured, what the plan of finance is, where we’re planning to distribute the instrument all comes into play. It’s really just a long way of saying, “It’s absolutely not a threshold issue, but it’s a significant consideration and it can introduce some challenges.” But usually it’s just a challenge that can be overcome with economics. That makes sense?

Andrew Dick: It does. It does. That’s helpful. One of the questions I get from my clients is, let’s say it’s a larger health system with multiple hospitals, they’re working on a medical office building transaction, build to suit. One of the questions I would get is, “Well, why wouldn’t the health system just issue bonds and then take the capital and use it to build the medical office building?” It seems to me, Andrew, that that the CTL is designed so that the health system, for example in my world, wouldn’t have to go through a bond issue. It’s a simpler approach for one-off transactions, for example. Am I thinking about that the right way?

Andrew Minkus: Yeah, I would fundamentally agree with that. Potentially there are a few different reasons. At least we conduct a lot of surveys to generate this type of feedback of course. Some of the reasons that we find that the health care system, for example, that would endeavor to do something like this rather than issue with direct bond is, yeah. I mean, it’s a quicker process. So sometimes it’s just a function of speed of execution, right? To do something direct, the structure of public offering probably takes a little bit longer. It’s going to make a little bit more noise. It’s probably going to involve more transaction costs, more layers of legal costs, a little bit more diligence. Rating agency involvement is something that you probably aren’t going to avoid if you do a public offering or a direct deal. Whereas on a CTL, if the underlying credit already carries an independent rating, we can sort of lean on that. So it’s faster, it’s a little cleaner.

Andrew Minkus: Typically size of the deals is sometimes a big factor too, right? I mean, let’s say it’s only a $20 million assignment, not that there’s anything wrong with a $20 million assignment. But to go through the rigamarole of structuring a public offering, it might not be worth it. So I think for some of those reasons, sometimes there are internal accounting considerations or sensitivities that might trigger one structure over another.

Andrew Minkus: The other thing that comes up, this isn’t necessarily about direct or indirect, but more of a taxable versus tax exempt. But when you finance a CTL on a taxable basis, there are no use restrictions with respect to the asset. That’s something that comes into play on healthcare assets quite a bit, right? So if it doesn’t meet the private activity test or if you just want general flexibility with the asset, the CTL is a much friendlier format for that.

Andrew Minkus: So those would be a few reasons, at least that we hear from some of the health care clients why they decided to go with the CTL. It’s becoming really in vogue because there are all these auxiliary MOB facilities, you know, 20,000 feet here, 30,000 feet here. They’re smaller assignments, 15 million, 25 million. So it’s just a little bit cleaner. It’s just a little bit faster, probably a little bit smoother.

Andrew Dick: That’s helpful. When we think about build-to-suit transactions and using a CTL, it seems like there are a couple of approaches that I’m seeing in the market, Andrew. I want to get your thoughts. Sometimes the health system will have a new facility in mind. It will engage a developer on a fee for service basis and the health system may call you at Mesirow, and say, “Help me find the capital for the CTL transaction.” Another approach that’s becoming common is that some of the healthcare real estate developers will call upon a health system and say, “Hey, I know you have this new project in mind. Let me bring the CTL financing along and package all this up for you.”

Andrew Dick: What are you seeing in the market and what are the pros and cons there? It seems like if the health system went directly to you, that may be a more transparent process, potentially. Or if they use the developer model and the developer brings you along, I guess the health system would need to just make sure they fully understand how the CTL’s being set up. Am I thinking about this the right way?

Andrew Minkus: Yeah, I think you are. I think there’s really two general approaches to this when there’s a private sector developer involved. It really centers around whether the private sector is going to host more of an open-book process or whether they’re going to host more of a closed-book process. There’s nothing wrong with either process. Let me just start by saying that we probably do as much on an open-book basis as we are involved in transactions that are put forward in a closed-book basis. So no allegiance. I can’t say one’s better than the other. It really depends again on the commercial relationship between the landlord and the tenant, right? Between the private sector and the tenant, and I think a lot of it hinges on eventual benefit of beneficial ownership as well.

Andrew Minkus: But when you have a private sector developer that’s building a facility for a system and there’s really no plan on behalf of the private sector to own the asset beyond the lease term, this is what I would call more of just a pure structured-finance deal. The private sector developer, although they may technically be the landlord for 15 or 20 or 25 years, they’re really more of a straw landlord and acting in a fee-development capacity.

Andrew Minkus: This is probably a good scenario that would give rise to an open book process, right? Everybody kind of sitting around the table, negotiating all the docs in concert, the lease document, the loan documents, the developers really just working for a fee at that point. Because 100% of the rental income is probably being zapped into that CTL instrument anyway. So I would say it’s probably more common that we see that open book process and there’s complete clarity and transparency from all sides into the total economic arrangement. Everybody’s completely incentivized to come to the right place. Whether it’s enhancing a certain lease provision, everybody can see that it’s not just benefiting the landlord, it’s benefiting the tenant as well.

Andrew Minkus: Now we could have a scenario, we’ll call it scenario two, where the other private sector developer, there was an RFP that was disseminated and four different developers responded to the RFP, each with their own tract of land, that’s been in the family for 20 years. There happens to be one piece of land that’s highly desirable for the underlying healthcare system. It’s right next to their main hospital or whatever. This private sector developer has no interest in giving up the ownership to the underlying health care system. They want to keep it in the estate and keep it for the family.

Andrew Minkus: That’s probably more of an arm’s length, traditional closed-book type process, right? The landlord has its deal and the tenant has to negotiate its deal. Everybody is going to be focused on quote unquote market terms, both of which can be perfectly fair, but that would be a process that perhaps there would be less transparency. The developer may not feel obligated to disclose all of its economics.

Andrew Minkus: Now where that gets a little tricky is in that scenario, the developer might see how beneficial it may be to utilize CTL financing to finance this type of project and in doing so might ask the tenant for a few things to make the lease hyper efficient for purposes of fetching the most efficient financing. That’s where the tenant might say, “Well, you’re asking for a little bit of an off market provision here. What are you going to do for me?” Or, “Why do you need that?”

Andrew Minkus: I’ve been a tenant on a variety of medical office facilities. I haven’t had to sign a lease with provisions X, Y and Z. So it doesn’t produce the smoothest negotiation, but again, there’s nothing wrong with the closed-book process. We probably see half and half. Again, it really just hinges on the relationship between landlord and tenant and really what’s happening at the end of that lease term.

Andrew Dick: No, that, that was helpful. If it’s a closed-book process, maybe the tenant is comfortable with the economics and feels like it’s still getting a good deal so to speak.

Andrew Minkus: Yeah, exactly.

Andrew Dick: So Andrew, as we wrap up here, talk a little bit about the future of the CTL market. It seems like there’s been an upward trend and it’s becoming more popular. Where do you see the CTL market over the next three to five years?

Andrew Minkus: Yeah, that’s a great question. We get asked a lot what we think the size of our market is. Most of the transactions are structured on a private placement basis so nobody really has access to that data or at least the real data. I think right now, folks are led to believe that it’s a four to six billion dollar kind of market. I think it’s safe to say that if you asked us that question 15 years ago it probably would have been half of that. So I think a lot of that is due to some of the creativity and some of the evolution that we talked about in this space. I think to a large extent we might be responsible for a lot of that. So I think where there are creative minds and well-structured product, I think this is a segment of the market that’s going to continue to grow.

Andrew Minkus: Then I can tell you historically speaking, from a performance perspective, this is one of the best asset classes in history, because you’ve got great credit support, you’ve got good liquidation features, in many cases, self-liquidating features, but not always, and good real estate support and a lot of asset essentiality, too. So I think the trend lines look good. They look positive. We’re constantly coming up with innovative and imaginative new structures to implement CTLs and attach to CTLs, like a lot of these B notes that we underwrite. I mean, I can tell you a lot of the conventional CTL products wouldn’t have existed if not for some of those unique esoteric structures that we’ve put into the market.

Andrew Minkus: So I think it’s going to be an in vogue asset class for some time. In many cases, it’s the only way to finance these types of assets because a lot of these assets are what I would call non-commodity in nature. It’s really hard to finance non-commodity real estate assets. What I mean by non commodity is specialty real estate, like hospitals and data centers and central plants and funky things like that. The mortgage markets, the conventional mortgage, traditional mortgage loan markets, they really choke on product like that. So for that reason, this will always be around in my humble opinion. But I really think it’s going to continue to grow. At what clip? I’m not sure. That’s my two cents on the market.

Andrew Dick: Andrew, this has been a great conversation. Really appreciate your insights here. Where can our audience learn more about you and Mesirow Financial?

Andrew Minkus: Yeah, so you’re certainly free to visit the website. Our department has a page there, Andrew Minkus at Mesirow Financial. My email address is aminkus@mesirowfinancial.com. And of course my direct line 312-595-7922, be delighted to speak with anyone at any time. I really appreciate you having me.

Andrew Dick: Well, thanks again Andrew. And thanks to our audience for listening to the podcast on your Apple or Android device. Please subscribe to the podcast and leave feedback for us. We also publish a newsletter called the Healthcare Real Estate Advisor. To be added to the list, please email me at adick@hallrender.com.

 

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Real Estate Valuation Trends with Victor McConnell

Real Estate Valuation Trends with Victor McConnell

An interview with Victor McConnell from VMG Health. In this episode, Andrew Dick interviews Victor McConnell, a Director of Real Estate Services with VMG Health. VMG Health is a health care valuation firm.

Host: Andrew Dick 
Guest: Victor McConnel

On-Campus Medical Office Buildings: Is a Premium Warranted? If So, When and Why?

Financial Feasibility & Speculative Medical Office Building Construction

Podcast Participants

Andrew Dick

Andrew Dick is a Shareholder with Hall Render in the Indianapolis office. His practice focuses on real estate transactions and environmental law. He advises hospitals and health care systems around the country on the planning, construction and development of new hospitals, medical office buildings, surgery centers and skilled nursing facilities.

Victor McConnell

Victor H. McConnell, MAI, ASA, CRE is a director in VMG Health’s Real Estate Services division and is based in the Denver office. He has real property valuation & consulting experience in 42 of the United States, including extensive experience with the valuation of healthcare related properties.

Andrew Dick: Hello, and welcome to the Healthcare Real Estate Advisor podcast. I’m Andrew Dick, an attorney with Hall Render, the largest healthcare focused law firm in the country. Please remember the views expressed in this podcast are those of the participants only and do not constitute legal advice. Today we’ll be talking about valuation trends in the healthcare real estate industry. Hospitals, healthcare providers, and investors are always looking at different ways to value healthcare real estate assets. Typically, a real estate appraiser with deep healthcare real estate experiences needed to competently complete a healthcare real estate valuation assignment. VMG health is one of the leading healthcare valuation firms in the country. Today we’ll be talking with Victor McConnell, a director of real estate services with VMG Health. Victor, thanks for joining me.

Victor McConnell: Thanks for having me Andrew.

Andrew Dick: Victor, before we jump in to some of your valuation work, tell us a little bit about yourself, where you’re from and your educational background.

Victor McConnell: Yeah. I grew up in a small town in Texas about an hour east of Dallas, Greenville. I went to Undergrad at Dartmouth College in New Hampshire, was a English creative writing major, the classic trajectory from Small Town Texas to Dartmouth to healthcare evaluation.

Andrew Dick: Earlier in your career you started working a night shift at a hotel and in Telluride. What was that like? How did you end up there? Tell us about that.

Victor McConnell: Again, that’s the classic… that’s a classic pathway to get into a career in healthcare real estate valuation. After college, I was bouncing around. I got into climbing a lot of rock, climbing and ice climbing and such. I was living in Telluride working odd jobs and eventually had a bad skiing accident and broke both legs in ’05 and needed a desk job. That slowly led to me getting an internship with a commercial real estate appraisal firm that happened to be doing a lot of work for CVS drug stores. Over the years I got further into commercial real estate and did more and more work in the healthcare sector and joined VMG as a consultant initially in about 2012, and then a full time as VMG was building out their real estate practice in 2013.

Andrew Dick: Victor, tell us a little bit about VMG health. I mean, I’m familiar with the company. It’s one of the leading valuation firms in the healthcare space, but talk a little bit about the scope of services offered by VMG.

Victor McConnell: We were founded in 1995 by some ex Ernst & Young partners doing healthcare business valuation and originally valuing everything from the physician practices up to entire health systems. Over the years VMG grew and added service lines, added what we call PSA, the valuation of Physician Compensation Arrangements, other contractual agreements, added capital assets in real estate in the 2000s. Now we’re one of the… if not the largest multi discipline healthcare evaluation firms, so a kind of a middle of the road transaction that engages all of the VMG service lines or core service lines as; hospitals acquiring a physician group, physicians who are going to become employees post transaction, what’s the fair market value of the business and the intangible assets, what’s fair market compensation post transaction and what’s fair market value on either lease or purchase basis for the real estate and the equipment. Then we ensure that all those pieces and the various assumptions fit together in the evaluation.

Andrew Dick: Victor, I’ve worked with you over the years and then I know you have a lot of experience in the real estate space. Tell us about VMG’s real estate practice. Who are you working for? When I worked with you, you were typically working with a hospital or healthcare system, but I know that you’re doing a lot more than working with healthcare providers.

Victor McConnell: Yup. Our core clients tend to be hospital systems but over the years we’ve grown our presence and have worked with a lot of REITs and real estate… healthcare real estate focused private equity firms, lenders, assisting them with their underwriting, trying to get their arms around risk on a particular deal. Sometimes a typical appraisal for a loan or a market rent study. Then we’ll work on litigation related assignments where there’s a dispute that involves value and then the compliance driven work for health systems or on the operational side, private equity buyers that are acquiring healthcare businesses, which is anybody in healthcare right now is very aware of that trend. There’s an increased need for quality of earnings, which has been a growing area of practice for us as a firm. That type of work is driven primarily by the activity in the PE market.

Andrew Dick: So when you’re on those type of projects Victor, you’re testing the income assumptions on the business that will be in the space.

Victor McConnell: Yeah, pressure testing the EBITDA as it were going through, and there’s varying levels of scope. On a real estate focus, we wouldn’t really call that a quality of earnings. Typically that’s more of a… maybe it kind of QOV light or where we’re benchmarking some key risk factors. A true business QOV is a pretty in depth time consuming process where you’re going line by line through a businesses projected revenue and expenses.

Andrew Dick: Victor, valuation, opinions really run the gamut in my world. Some are really light in terms of supporting information. Some have a lot of data. What I found over the years is that healthcare real estate valuation data is closely held. Typically, you can’t hire a local appraiser in a certain market who’s a generalist to value a hospital a or an LTAC or behavioral health care center, just because they don’t have access to that kind of data. That’s always been my assumption based on some of the work product I’ve gotten back from a generalist. Is that true? Talk a little bit about how just the data that VMG has is really what makes it a powerful partner for powerful resource for folks looking for valuation information.

Victor McConnell: Yeah. I’m obviously biased here, but our core compliance driven valuation work across service lines allows us to build up a pretty robust internal benchmarking data set. W annually publish a free study called the Intellimarker that’s a benchmarking study focused on the ambulatory surgery center industry that anybody can download. That study is made possible by our core valuation work. Similarly, on the real estate side, all of the work that we do in our other service lines allows us to get information about transactions and about real estate prices and rents that may not be available from subscription databases like Costar, Inner Vista or other public record sources.

Andrew Dick: Well, Victor, let’s talk about some trends in the industry. Recently you wrote an article about micro hospitals that was published by Becker’s hospital review. Tell us a little bit about your experience working with the micro hospitals, the valuation trends. What’s going on in that kind of sub sector of healthcare real estate?

Victor McConnell: We’ve seen a lot of activity there. Part of this continued move away from the large hospital campuses and the fragmented delivery system that’s a recurring theme. If you listen in on any healthcare real estate conference panel or all of your competitive podcasts, I’m sure Andrew, the… So I think micro hospitals are a manifestation of that. They’re relatively new delivery type that there’s not necessarily even a clear definition of what a micro hospital is. There’s a pretty wide range in terms of size and in terms of services being offered and the cost, the per unit cost per bed or per foot cost can be quite high. When we’ve done work on the behalf of investors who are looking at them, they really wanted to get comfortable from a due diligence perspective because the… on the real estate side, the downside, the dark value on those can be pretty significant.

Andrew Dick: Victor, talk a little bit about how investors look at the micro hospitals. Are these considered a riskier investment in terms of how they’re priced? I think recently there had been some CMS regulations that are focused on micro hospitals and length of stay and-

Victor McConnell: I know Hall Render put out a news blast about that. Do you want to give our listeners a quick overview of the length of stay?

Andrew Dick: Well, I think just briefly. I think CMS has said that you actually have to have in patients with an average length of stay of a couple of days. If you don’t that could potentially jeopardize your hospital status. But victor, how do the investors look at this?

Victor McConnell: Well, I think if you don’t have an ADC and if you don’t have a census of two at the time of the survey, then yeah, you can lose that hospital licensure. In my experience, the way that investors have looked at them is really relying on their operator partner. Given the potential riskiness of the asset, they may be do more due diligence around what the operator is projecting than they would on an asset that’s been around longer, like a surgery center. So, what does that look like? It might mean that you’re doing a deeper dive around the payer mix, and the capture rate and the various volumes that are being projected in the market position of the facility to see if what’s being projected is accurate and realistic because the rental rate that they’re going to be paying the real estate investor can be again quite high. So, they want to know… they want to have comfort that they have a healthy rent coverage ratio.

Victor McConnell: Then in addition to that, I mean, a lot of them are done with credit rated entities. In those cases, the investor is going to look at it maybe a little bit less facility specific if they’re getting a good credit rating behind the lease.

Andrew Dick: When you talk about partnerships or the credit rating of the tenant, it’s been my experience a lot of these micro hospitals are joint ventures between maybe a national for-profit, micro hospital company and a local healthcare system that agrees to brand it with their name. Is that what you’re seeing as well?

Victor McConnell: Yeah. I’ve seen that structure probably I guess most commonly. Although, I think there is some variation there. But without actually being involved in really in the weeds, it’s hard to know sometimes if you haven’t… on some of them that we didn’t work on directly, I only know what’s available in a transaction overview that’s published by some real estate publication. But I’d say my general experience is lined up with yours.

Andrew Dick: Victor, moving away from the micro hospitals, you and I wrote an article a number of years ago for the American Health Lawyers Association that was called, on-campus medical office buildings is a premium warranted. We thought the article was timely because, one, from a valuation perspective over the years, investors in the healthcare real estate space tend to distinguish between on-campus versus off-campus. We also thought it was timely because from a regulatory perspective, if stark or anti kickback applies, there’s some guidance that suggests that proximity maybe shouldn’t be taken into account in terms of setting the rental rate if two providers are entering into a lease, for example. Talk a little bit about the evolution of on-campus versus off-campus from evaluation perspective. It seems like there used to be a widespread in terms of valuation for an on-campus asset versus off-campus, but that may not be true today.

Victor McConnell: Yeah. A big part of the impetus was as you said, a reaction to I think… I think you and I had both seen other attorneys and appraisers who had said, “You can’t charge a different rate because something is on-campus, because of the language around proximity to a referral source.” When I looked into the issue, ultimately I disagreed with that contention for reasons that are laid out in detail in the article. You can observe in the data some of the differences in how the market prices on-campus versus off-campus assets historically. Then you can also walk through some of the physical differences with an on versus off-campus building that you have a amenities often with on-campus buildings, that if you build up a return on cost model would be accounted for, things like a sky bridge or parking deck or access to hospital cafeterias or common space that an off-campus building might not have. Then you have the… sometimes elevated construction costs or higher land value.

Victor McConnell: Again, that will show up if you do a return on cost analysis and then a supply constraint in a lot of cases around a hospital campuses. That now that being said, I have seen cases where the rents on a hospital campus were actually lower than the average off-campus in rates in a given. That was because it was a hospital that had an oversupply of medical office space and it was a… had poor financial performance. So physicians didn’t want to be located on that hospital campus. The larger trend over time has been that the spread and cap rates or the pricing difference between on and off-campus has shrunk over the course of the last decade or so, and more health systems have strategic off-campus assets that are larger, have a wider array of services, that had some specialty build-out or space that’s located in high visibility retail settings.
Victor McConnell: As the real estate investment community sees those trends, they say, “Well, maybe actually the risk associated with this off-campus asset is lower than the one that’s on an aging hospital campus that we’re not sure what’s going to happen too.” That’s a long rambling answer that can be followed up by a review of our HLA article.

Andrew Dick: Now that’s a good summary though Victor. I think in short from the healthcare lawyers that are listening, the bottom line is that in some cases there may be a premium that is warranted for on-campus that can be justified for legitimate reasons outside of proximity to referral sources.

Victor McConnell: Yeah. It’s not a unilateral adjustment that, okay, every on-campus buildings should be X% of an off-campus building. No, that’s not correct. But it is a case by case basis and sometimes the premium is warranted. So ultimately be the answer that I give is the classic answer of the appraiser or the analyst is, it depends.

Andrew Dick: Well, that’s an interesting discussion and if our listeners want to learn more, feel free to go to the show notes and we’ll post a link to the article. Victor, moving on to other unique characteristics of healthcare real estate, we often see ground leases involved, for example, when a hospital wants to develop a medical office building on their campus, hospital may say, “I want to retain fee title or ground lease the land to a developer or physician group who develops the MOB.” What are you seeing in terms of trends? I mean, are hospitals still… do they still like the ground lease model? I think they do. If so, what are you seeing in terms of valuation trends?

Victor McConnell: Well. Ground leases are interesting in that in a lot of cases the dollars associated with the ground lease can be relatively small compared to the total dollars in a deal when you have 50, 100 million dollar construction projects and the annual ground lease payment may be fairly small. But there’s still a significant consideration in it is a 50 to 75 year term. In a lot of cases, ground leases will cover a long list of property rights that can affect what a health system can do with a real estate asset down the road. Sometimes they have put options or purchase options or use restrictions. Those things sometimes have a value impact and sometimes they don’t. I think that health systems who choose to own their own real estate will often still pursue a ground lease structure.

Victor McConnell: I know we’ve seen credit tenant lease agreements and some health systems buying back real estate in kind of a reverse monetization. But generally speaking, I think that the ground leases is still just as prevalent as it was five or six years ago when you’re looking at new on-campus development. The way that I think about ground leases in the context of a new development is always what are the various parties, if you have physician investors, if you have a developer, if you have a hospital and they’re all contributing various things to a development. They may be contributing land or capital or site improvements for the host campus or a portion of a parking garage. You have to look at the development holistically as a valuation professional and determine that all of the various parties are getting a fair market value return on the assets that they’re contributing to the development.

Andrew Dick: Yeah, that’s a good summary. I mean, Victor, over the years when I’ve worked with appraisers that don’t do a lot of work in this space in terms of valuing ground leases, I’ve had… it seems like a wide range of opinion. Some appraisers have said, “Well, under a ground lease, you have most of the tenants. So the owner of the improvements, it’s unlikely that the ground lessee will ever default, because if they do, they could lose the improvements in some scenarios or they know the ground owner knows that the ground lessees lender might step in to ensure that there’s no loss of improvements.” As a result, some of the appraisers have said, “Well, we tend to believe that it’s such a low risk investment proposition that it should be valued differently than a traditional lease. How would you respond to that?

Victor McConnell: Well, a ground lease does have a different risk profile than a building lease. If you look at returns, ground lease rates of return are going to be below a improvement. Part of that has risk, and part of that is that improvements depreciate and land does not. So if you acquire a ground lease, it is an asset that continues into perpetuity. I would say that there is a lower risk profile but it shouldn’t be zero or it shouldn’t be a number close to zero. It should be commensurate with what we see ground leases trading for in the market. There is market data available in the ground lease sector. Actually, a year or two ago there was a wreath that was launched that focuses on ground leases as well.

Andrew Dick: I think you’re right. I was going to ask you about that. I think the ticker symbol was SAFE, S-A-F-E, and they focus on assets that… ground lease assets. I’m not sure how many health care properties they have, but-

Victor McConnell: I personally haven’t seen. I don’t know if they own any or not. I haven’t gone through their 10 k’s or… and I haven’t anecdotally run across any on-campus assets that… or anything like that they’ve acquired.

Andrew Dick: Okay. Victor, as we wrap up here, talk about the future of healthcare real estate and valuation trends. What do you predict in the future? It seems like valuations, for example, MOB assets right now seem to be at an all time high for products that have credit tenants. But what do you predict over the next few years?

Victor McConnell: Well, I’m a skeptic, personally and professionally. Humans in general are not great at predicting the future. In early 2008, I think the global survey of economists forecasted global GDP to grow 2%, and we had the worst recession in 75 years. So anything I predict, I don’t… I wouldn’t put a lot of stock in it. But I think that all of that said, with that significant caveat, I think seeing healthcare real estate continue to become a more recognized asset class, having a larger buyer pool, foreign capital that’s investing in impatient assets and large portfolios, institutional funds, sovereign wealth funds, all of these things have… that didn’t exist in healthcare real Estate 10, 15, 20 years ago are growing. They’re going to continue to grow. I think the cap rate as compared to other core property sectors to apartment, retail, office, industrial, those will continue to compress.

Victor McConnell: I think some select surveys had showed core medical office properties trading at very close to office. It depends on what segment of the market you look at. Simultaneously, healthcare will just… healthcare real estate and… will continue to get more complex, more fragmented, more different types of properties. If you think back 50 years we had a nursing home, a hospital and a doctor’s office. Now we have EL Tags, ASCs, ALFs, Sniffs, SELFs, MOBs, on-campus, off-campus,-behavioral health.

Victor McConnell: Behavioral health, cancer centers, proton centers. Even if you bring up behavioral health, which is one we get a lot of inquiries around, that alone is a very broad term, running the gamut from quasi residential houses up to full scale steel frame psychiatric hospitals. It’s all behavioral health, but very, very different real estate assets, different reimbursement models, different business models. I think that, that again speaks to the complexity of the healthcare real estate market. One of the things that makes it unique relative to some of the other property markets is the… how the business and the real estate are inextricably intertwined. If you’re an investor, you have to understand the business on some level to invest in it. Part of that business is the regulatory risk, which is a lot of what drives your work and my work. Certainly, I’m sure you saw the DOJs 2 billion in recoveries for last year for the ninth straight year. I think that’s the other trend that looking forward is not going to change, the continued regulatory scrutiny.

Andrew Dick: Victor, you recently published an article called Financial Feasibility and Speculative Medical Office Building Construction, where you talk about some trends in the industry where we’re starting to see more specs space being built. Tell us a little bit about your article and some of the work you’re doing around the speculative MOB space.

Victor McConnell: Yes. Financial Feasibility and Speculative Medical Office Building Construction, not exactly a war and peace of titles. It doesn’t really roll off the tongue there. But, yeah, I think part of the… some of the other trends we’ve talked about, the growth of the sector, growth of the buyer and investor pool has led some developers to say, “Well, maybe we can build space at a given location on a spec or speculative basis where we don’t necessarily have tenants pre committed and we’ll lease it up just like we would with office or retail.” That’s something I don’t think happened very often 10 or 15 or 20 years ago because the perceived risk was higher, TIs, the build-out cost for medical office space was higher and so people just stayed away unless you had a tenant who came to you and said they wanted a certain space.

Victor McConnell: But now, we’ve been involved in some projects that were mixed use developments or other off-campus developments where someone thought that medical space would be viable. So then you have to figure it out if it is viable or not by doing some market analysis and some feasibility analysis. That was the purpose of my article.

Andrew Dick: Victor, I mean we’re… some folks say we’re nearing the end of a real estate cycle. How much spec space is really being built? I don’t see a lot of it, but are these developers that have a lot of experience or are they folks that maybe don’t have a lot of experience that are taking a flyer on this?

Victor McConnell: I think that the medical sector is a little bit different. Well, obviously healthcare real estate is affected by the larger kind of real estate macroeconomic forces, and is certainly affected by the real estate cycle. There are also these other factors that are unique to healthcare real estate that the hospitals and patient care, that continues to grow unabated, accompanying population growth and an aging demographic. So the need for space to treat people, even if you have a real estate market that’s declining, that still exists and there’s only so much shelf space that could be converted to medical from something else. I think that the range of people building it, some are more sophisticated than others, but I think that they are responding to a real need in the market, a need for off-campus space and in areas where there’s demand for certain outpatient care.

Andrew Dick: Victor, thank you for being on our podcast today. How can folks connect with you, reach out to you?

Victor McConnell: Our website is vmghealth.com. My email is victor.McConnell@vmghealth.com. But I’m not a hard man to find. If anyone wishes to get in touch, they can find me via VMG’s website.

Andrew Dick: Thanks to our audience for listening to the podcast on your Apple or Android device. Please subscribe to the podcast and leave feedback for us. We also publish a newsletter called the Healthcare Real Estate Advisor. To be added to that list, please email me at adick@hallrender.com.

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Capital Markets Update with Chris Bodnar

Capital Markets Update

An interview with Chris Bodnar from CBRE. In this episode, Andrew Dick interviews Chris Bodnar, the Vice Chairman of CBRE and co-head of CBRE’s Health Care Capital Markets Group. Chris talks about his career in the health care real estate industry along with various trends in the industry. 

Podcast Participants

Andrew Dick

Attorney with Hall Render

Chris Bodnar

Vice Chairman of CBRE

Andrew Dick: Hello and welcome to the Health Care Real Estate Advisor podcast. I’m Andrew Dick, I’m an attorney with Hall Render, the largest healthcare-focused law firm in the country. Please remember the views expressed on this podcast are those of the participants only, and do not constitute legal advice. Today, we will be talking with Chris Bodnar, the vice chairman and co-head of CBRE’s Healthcare Capital Markets Group. Chris is one of the top healthcare real estate investment advisors in the industry. We will talk about his journey from college, to his most recent promotion to vice chairman of CBRE. We will also talk about the healthcare real estate industry and where Chris sees the future. Chris, thanks for joining me today.

Chris Bodnar: Thanks for having me.

Andrew Dick: Chris, before we talk about your current role at CBRE, let’s talk about your background. Tell us where you’re from, where you went to college, and what you aspired to be.

Chris Bodnar: Of course, yeah. So, I grew up in San Jose, California. Went to a large high school and was one of the few people who wanted to venture outside of California and try to find a college in a different state. Looked at a lot of colleges on the East Coast and eventually ended up touring University of Colorado in Boulder. Just fell in love with the school, and fell in love with the mountains too and picked up skiing and snowboarding when I was in college as well. Beautiful town and as you could tell, I haven’t left the state yet.

Andrew Dick: Well, tell us a little bit about your education at UC. What did you study, and what were your interests at that time?

Chris Bodnar: I went into business. I wasn’t exactly sure what I wanted to do. I ended up getting an emphasis in marketing and commercial real estate. Really, the reason I tried to get that emphasis in commercial real estate is that University of Colorado provided a program such that if you took a certain amount of classes while you were in school, you would automatically qualify to take your broker’s license exam right out of college. For me at the time, I was really only thinking about saving 3% on a commission when I bought my first house. I had no idea I would really dive into this commercial real estate sector and still be in it today.

Andrew Dick: Tell us about how you transitioned from college to working at CBRE.

Chris Bodnar: So, the University of Colorado did a really good job of bringing in industry experts to talk to the students. They would set up panel discussions after class and bring in experts from a variety of different fields. One of the panels that I attended had, I think, an appraiser, a banker, property inspector, and an investment sales professional. After listening to the panel, I really gravitated toward the investment sales broker and felt like it would fit my personality really well. For that position, you needed to have a solid base of sales skills, and I come from a family where my dad was in sales, working in Manhattan most of his career. I felt like I had a solid base of sales skills but what the investment sales broker also had was a strong base of analytical skills, which I’d also thought I brought to the table as well. So, I ended up getting an internship with, coincidentally, the gentleman that was speaking on that panel. It just so happened he was interviewing a bunch of different students at school, and I was fortunate to land that internship while I was still in college.

Andrew Dick: So, what were you doing in terms of investment sales? Were you focused on a certain product type, or was it whatever they ask you to do?

Chris Bodnar: Yeah, the first team I joined, that’s the gentleman who was on that panel who has now gone off and had a very successful career as a principal on the commercial real estate side, but when you start off you’ve got to do a little bit of everything, but the team I was on was purely investment sales, focused on the Denver market. As far as our product type goes, we had the most experience with office and industrial properties. Obviously over time I started moving into the direction of healthcare, which we could talk about later.

Andrew Dick: So, you finished the internship and you were given an offer to join CBRE full time, and at that point were you just continuing your work in the investment sales market, covering office and industrial product?

Chris Bodnar: Yeah. For the first couple years when I was on the team, it was doing office and industrial and doing a little bit of everything that they needed. Honestly, that included doing everything from graphic design work to building ARGUS models for the properties that we were selling. About two years into the job, I went to my mentor at the time, and also the team leader, and told them I’d like to go after a segment on my own. Brainstormed with him and thought about some different segments I could go after. I asked him about, potentially, trying to focus on more product in the Boulder market. He came back to me and said, “Hey, we’ve kind of got that all canvassed already. I think we’ve got that section of the market covered.” At that time we were focused on industrial, but just really didn’t have the same amount of industrial listings as we did office listings.

Chris Bodnar: So, I went to him and said, “Well, how would I focus more on that?” They steered me away from that as well since we felt like we had that covered, and my last suggestion was Colorado Springs. He said, “We don’t really have that covered, so if you want to start canvassing that market, go ahead and do that.” So, I basically started commuting to Colorado Springs every weekend to canvas that market and try to get some deals. Really, one of the first deals I came across, I stumbled across a medical office building. I think the group that owned it was a group of physicians, but I think they liked the platform that I worked within. CBRE is a big company, but they really took me underneath their wing and explained to me the difference between medical office and traditional office.

Chris Bodnar: They started to explain to me the contract that they had with the hospital. They started talking to me about the payer mix surrounding the building and why they’re located where they’re located. They started talking to me about some of the referral patterns that have been established in the building. They would get referrals from the primary care group in the building. They would refer patients into the surgery center, which they were also partners in the surgery center. They refer patients to an imaging clinic, pain management, to physical therapy, and so there was this ecosystem that was created in this building that, for lack of a better word, created this stickiness of the tenancy and a higher probability that these tenants weren’t gonna leave.

Chris Bodnar: Then as I was really understanding the product type, I discovered that there’s a buyer pool out there that really focuses on the sector as well. These groups were national in scope and really gave me the idea that perhaps there could be a case study or business plan put together to take more of a national approach to this sector, and really turn the brokerage model on its head because for the last hundreds of years, the first rule in real estate and investment is location, location, location. We took that away and said, well, how about we focus our practice on really understanding an industry, and really understanding the buyer pool and what’s the facilities? Then we can partner people with people in different markets that have that intelligence at the local level.

Andrew Dick: Chris, talk a little bit about when that was within your career. I think when we had talked before, you said you really started creating the vision for this group around 2006 or 2007. Is that right?

Chris Bodnar: Yeah, a lot of the vision happened in 2007. 2006, 2007 and it ended up, looking back, being a really good time to start building a business and start putting together a business plan. Obviously, we were at the beginning of the recession, and things started slowing down a lot which gave me time to focus on a new business plan. I ended up leaving my team in 2010 and joined a partnership with one of my current partners, Lee Asher, who’s based in our Atlanta office. It was somewhat of an arranged marriage by the company. I had a lot of experience working more on the private capital side, working with high net worth investors 1031 exchange investors, and Lee worked on an institutional team. So, he was selling hundred million dollar plus type buildings, and had really good relationships with some of that institutional capital. Our personalities melded very well together. Our strengths and weaknesses complimented each other really well, and like I said, we started that partnership in 2010.

Andrew Dick: So Chris, at what point were you committed to this concept? You told me you and your wife decided that in order to really build this business within CBRE, that you needed to move around the country, make connections in some of the major markets. Talk a little bit about that journey, because I thought it was really interesting.

Chris Bodnar: Yeah, it was a fun time. Like I said, Lee and I started our formal partnership in 2010. We had been working together before that, and in 2011, I threw out a crazy idea to my partner and said, “There’s only so many investors and capital groups that I can meet with in Colorado. I can’t take the same guy to lunch every other week.” My wife and I, we didn’t have kids at that time. Today we have two young daughter, but at that time we didn’t have kids and so I talked to Lee and I said, “Well, what do you think about me traveling the country for a year and focusing on a specific market, one market at a time, where I can dive deep and try to build some relationship with the capital groups out there, build relationships with the owners of healthcare real estate in those markets? Build relationships with the providers and the health systems in those markets, and also get to know my CBRE colleagues on those markets better, and try to form partnerships in those cities.”

Chris Bodnar: So, over the course of a year we ended up moving, and we drove this whole way. My wife and I got in the car, drove to San Francisco, stayed there for three months, drove down to Las Angeles, stayed there for three months. We moved across country to D.C., to Washington, D.C., stayed there for three months and then finished the journey in New York. It was just a phenomenal trip just to get exposure to those different cities and nuances of those markets, but more than anything, creating relationships in those cities that still exist today.

Andrew Dick: How were the local CBRE professionals? Were they receptive to this idea, or were they a little standoffish that you’re coming in, trying to make connections in their market?

Chris Bodnar: I expected a lot of pushback. Brokerage is a very territorial business, and we were taking a different approach to the space. I would say that we were welcomed in every city that we went, and I have to credit leadership at CBRE for making that happen. I’ll give you an example. When I was in New York, probably one of the most territorial places in the country to do business, the managers of the tri-state region had me come in and sit in on their managers meeting, and talk about what I was doing and what I was going after. These are 20 different managers throughout the tri-state region, and some of the top brokers in Manhattan that were at that meeting. To just have that collaboration, yeah, I’m not sure if that would happen at every other firm out there but CBRE has done a really good job of keeping the mindset that we need to put, “the best players on the field,” so to speak.

Chris Bodnar: What that really comes down to is doing the best thing for our clients and Lee, and myself, and Shane, and my other partners, we bring a level of expertise that brokers in other markets just don’t have. So, it’s a partnership that they can leverage, and I think when we take that collaborative approach, they realize that we can all do more business together if we take that mindset and try to go after some business.

Andrew Dick: Talk a little bit more about your team today, Chris. You’ve built a pretty deep bench. How many people are on your team? What are they doing? Talk a little bit about that.

Chris Bodnar: We have a great team now. Like I said before, it started out with me and Lee. Our next addition was a gentleman by the name of Ryan Lindsley. Ryan was working at CBRE at the time, but he was working on more of the outsourcing of real estate functions for providers, and not on the capital market side. His wife actually got into medical school at Georgetown, and had to leave where he was working which was Pittsburgh, and it created an opportunity for us to pick him up. Shortly after that we brought on Sabrina Solomiany. Sabrina had previously worked at another investment stales firm, HFF, and was a great fit for our team. We recently just brought on last year Shane Seitz, who is a really well respected healthcare real estate professional who’s been in the business for 20 years. The last 10 years was one of the largest publicly traded healthcare REITs. So, that was a great addition too, but we had such a great team of graphic designers and financial analysts.

Andrew Dick: Chris, one of the reasons we wanted to talk with you was because you have built one of the leading healthcare real estate capital markets groups. Talk a little bit about the type of services that you’re offering to your clients.

Chris Bodnar: We offer a range of services from acquisition, to disposition, to recapitalization strategies. We’re working with investors and healthcare providers with the strategic capital planning for really all types of healthcare product. Really everything outside of senior living, so right now we’re working on deals ranging from medical office buildings, to surgery centers, to rehabilitation facilities, to behavioral health centers. So, it really runs the gamut. We also do some advisory type work with health systems, and a lot of that has revolved around assisting these providers in selecting a developer for new projects.

Andrew Dick: Chris, when we’ve talked before, you told me that you have a broad range of clients. It’s not just hospitals and healthcare systems, but you’re also working on the investor side with publicly traded REITs and institutional investors. Tell us a little bit about the client base that you’re working with.

Chris Bodnar: We break it down into five buckets, the first being the publicly traded healthcare REITs, the second being the nontraded healthcare REITs, the third being more institutional type of investors and that can range from pension fund money, to sovereign wealth funds. The fourth bucket would be high net worth private investors or 1031 exchange investors, and the last is obviously the providers, the health systems and the physician groups that at different points in time could either be looking to acquire healthcare real estate, or looking to potentially sell it.

Andrew Dick: Chris, one of the informational pieces that your group publishes is what’s called an Investor Developer Survey, where you go out to the market and capture data from investors, and hospitals, and healthcare systems. You compile that data and it’s one of the leading reports, in my mind. Talk a little bit about the 2018 Investor Developer Survey, and then the type of information that you’ve gathered for 2019.

Chris Bodnar: Yeah, so we’ve been doing this survey for over 10 years now. We did it with the mindset that there’s so much research that’s done in our sector, but all of it is looking backwards. We felt like this survey could give us an indication of what can happen for the upcoming year. The survey asks a series of 25 questions ranging from, “What does development look like for the coming year?” To, “What do cap rates look like for the Avera Health Facility or a class A on campus building?” It’s been a great way to understand where the market might be going, but I would say two trends that we’ve seen that have been prevalent over the years, one, is the amount of capital that’s coming into the sector. We do ask a question about how much each group has allocated to the healthcare real estate sector for investment. That has continued to increase year over year substantially, and the other one is just the on campus versus off campus evaluation of real estates.

Chris Bodnar: If you were to look at our survey 10 years ago, there would have been a pretty large spread between the way investors look at pricing for an on campus facility versus off campus. That spread has continued to narrow year after year as off campus has become a product type that’s been much more accepted. I think a lot of that has to do with where health systems are looking where to place their real estate and where to plant the flag. Those are probably two of the bigger trends that we’ve seen happen, that have come back to us in the responses to the survey. We’re just sorting out the 2019 responses now and expect to get that publication out here in the next few weeks.

Andrew Dick: Chris, do investors follow some of the reimbursement trends? For example, when you and I have talked before, the on campus versus off campus distinction can be important from a reimbursement perspective. When we talk about provider based space, do the investors look at that in their analysis, for example, with medical office space if a hospital is the tenant and the hospital is treated that space as provider based space?

Chris Bodnar: Yeah. We talked about this [inaudible 00:19:30] between on campus and off campus. Obviously reimbursements and specifically section 603 of the Bipartisan Budget Act being upheld and giving the final ruling on the year that went into effect, the beginning of this year. Obviously reimbursements are different for on campus versus off campus, and for some groups, that’s very important. There are some REITs out there that are very focused on the on campus product type because they feel like it’s a higher margin business for the providers. On the other hand, there’s a lot of institutional funds out there that are basically taking the approach that they want to follow the hospital. So, if the hospital is looking to place real estate in a better growing market with a good payer mix, while the reimbursements might not be the same, they may make up for it in volume based on planting a flag in a market where there’s not much competition.

Andrew Dick: Chris, over the years we’ve seen certain transactions, some of the larger transactions being considered off market, and when I’ve talked to you before I always asked the question. Is there a trend of a number of off market transactions occurring? Is that trend increasing, decreasing, and what are the pros and cons of off market transactions?

Chris Bodnar: Well, for my benefit I hope they decrease. It is something that happens when you’re in a niche market. If you go to these conferences focused on healthcare real estate around the country, you get a pretty quick view on who are some of the active investors in the space, and some of those groups do get approached directly. We’re obviously a little biased here, but do feel that a lot of times money has been left on the table in taking that approach. We do feel that running a competitive process and taking an institutional approach in underwriting, and allow an investor to look at things differently and potentially create some more proceeds from a deal than they otherwise would. If you look back for the last year, we have been able to increase a buyer’s final price by around 5% to 7% on average over the last year. That’s purely by creating that competitive bid process where you take an offer and you try to push them further through a best and final to get to their higher price.

Chris Bodnar: Obviously, there are other things outside of price that I think are important to look at. We’re not attorneys, but we do see a lot of the points that are negotiated in contracts around the country, and we know what’s market for deals and what’s been agreed to in the past. Hopefully we’re that conduit to help bring parties together and get our clients the best possible deal. So, I think those off market deals happen but when they do happen and they fall through, they don’t have somebody right behind them to step back in. That’s the benefit of running a process and having multiple buyers at the table.

Andrew Dick: Talk a little bit about some of the larger healthcare REITs investing more in the life sciences industry. Is this a trend that will continue in the future, or is this just a step forward to try to diversify their portfolios?

Chris Bodnar: Yeah, I think it’s probably multiple things. Obviously for the REITs that have exposure to the multiple different product types, this is a way to further diversify their healthcare REIT. Life sciences is definitely a growing business. It’s very different than seniors housing and medical office, which are located in every market around the country that has a population that needs to be cared for. Life sciences is more focused on the talent pool, the education of the workforce, and the funding that’s being provided by the government and where that’s located, what companies are there that they could build off of, and that’s why you see a lot of the life science’s product located in primary core markets. The Bostons, the San Franciscos, the Seattles. We’ve even seen more product type pop up in the Los Angeles, Southern California markets, Houston. Parts of Upstate New York have created tax incentives for companies to move there.

Chris Bodnar: So, it’s a very different product type. It’s a growing segment of the market, and I think a lot of the REITs are looking at the multiples that they can achieve for each product type that they own within their REIT, whether it’s medical office, or senior housing, or life sciences. Life sciences is trading in an aggressive multiple, and I think getting more exposure to that sector helps diversify the REIT.

Andrew Dick: Chris, you’ve been in the industry for at least 15 years. What are the biggest changes that you’ve experienced during that time period?

Chris Bodnar: Yeah, for healthcare real estate, I mentioned this previously regarding just the evolution of capital, 10 years ago if you were to look at this sector, healthcare real estate was considered an alternative asset class. Whenever you hear the words alternative, a lot of investors think that they’re gonna get a higher yield. There’s more risk involved with it, and the opportunity is really proven to be true. Healthcare tenants don’t typically move that much. They’re highly invested in their space. Their patients are location sensitive, and if you look back over the last 10 years, you’ve seen the product type perform really, really well in periods of economic uncertainty. The last recession, healthcare real estate performed very, very well, and so the way investors are looking at healthcare real estate has really evolved from a, “alternative asset class,” into really more of a core asset class.

Chris Bodnar: So, we’ve seen the pricing for this product type evolve as well where it was pricing as an alternative type of deal, and now pricing more like a core product type. So, the demand for these assets has continued to increase, and the other thing we’ve noticed over the years too is that it gets talked about a lot, but there’s been significant merger and acquisition activity within the industry over the years, and if we were to look at a rent roll for a medical building 10 years ago, it was a bunch of smaller independent physician groups occupying those buildings. As time has moved on, you look at that rent roll today and you’re seeing a lot of consolidation that’s taken place. The average square footage of each tenant has gotten larger, as there’s been that consolidation, and a lot of the independent practices have been taken over by the hospital. So, for those hospitals that have good, strong balance sheets and income statements, it has acted frankly as a credit upgrade to a lot of investors in the space as well.

Andrew Dick: Chris, I always like to end these calls on a high note. Talk a little bit about some of the transactions that you’re most proud of.

Chris Bodnar: One that always sticks out in my mind is the monetization that we did for Catholic Health Initiatives, CHI, in 2016 and 2017. A couple reasons. One, it’s the largest health system monetization that has occurred on record. It was a monumental effort to get that one across the finish line. A lot of planning that took place, and it’s very rewarding to go back and look at some of the presentations that we put forth to the CHI board, showing them what type of pricing we thought we could achieve on a very large grouping of assets, and under the time period that we thought we could achieve it. Being able to execute on that was highly rewarding, but I think what was even more rewarding was the people and the relationships that were created. I was spending a lot of time in CHI’s offices and got to know them very well, and now consider a lot of those people close friends.

Chris Bodnar: The buyer for that deal was Physicians Realty Trust, and we had done a couple transactions with them previous to this, but this is the first big deal that we did with them. Again, when you’re working on a transaction of that size, you’re on the phone with these folks day in and day out and meeting with them in person. You really get to know the people that work there, and they’ve created a great group over at Physicians Realty Trust, and they were a fun group to work with. I hate to say this, but I tell some of my clients that it’s probably a good deal at the end of the day when both parties walk away equally unhappy, but this is one of the deals where both parties walked away equally happy. Truly a joint effort to get that one across the finish line, and great relationships were built. So, that’s probably the one that sticks out in my mind the most.

Andrew Dick: Chris, you were recently promoted to vice chairman to CBRE. That’s a huge accomplishment. Talk about what that means for you and your group.

Chris Bodnar: It’s a great honor. Obviously, it’s a big title, and titles really don’t mean much, but it does showcase the work and effort that I’ve put in from the beginning, and the risk that Lee and the rest of our team took. I know I couldn’t have got where I am today without the help of a phenomenal team that I work with, and some great mentors in the space that have guided me throughout my career. So, getting a title like that, it’s humbling and it’s a great honor, but I try not to think about it too much.

Andrew Dick: Chris, looking forward, where do you see yourself and your group in five years?

Chris Bodnar: That’s a great question. Obviously, the healthcare industry is always moving and evolving. We do a see a lot of growth in this sector. Obviously there’s way more demand to invest in this product type than there is supply, but when we first started looking at our business plan and getting into this space, one of the things that stuck out to me and Lee as we were putting together business plans and whatnot, was that if you look at other industries like the financial industry, look at the percentage of assets that they own versus lease, and you look at a Wells Fargo, or a Chase, or a Bank of America, they’re substantially more heavy on leasing real estate than they are owning it. The opportunity is really true for a lot of the not for profit providers in the market. They have maintained over the years that they want to control the real estate, and they’ve had the luxury of being able to do that over the years.

Chris Bodnar: Things are changing in the industry. Obviously reimbursements are changing and the margins that they were achieving years prior might not be the same margins of the future, so there could be better uses of that capital. Whether it’s an outright sale or more of a partnership or joint venture that some of these providers might explore, we do believe that there will be more activity in the market over the years. If you just look back over the last 10 years, the transaction market has doubled. We do project over the next five or maybe 10 years, the market will double again. So, there’s huge opportunity in this sector, and hopefully we’re poised to take advantage of it.

Andrew Dick: Chris, I’ve really enjoyed talking with you today and getting to know you. How can folks learn more about you and your group, and how can they contact you?

Chris Bodnar: Probably the best way is just email. Chris.Bodnar@CBRE.com. Really appreciate the opportunity to talk with you and if anybody has any questions, I’m more than happy to answer them.

Andrew Dick: Well, thanks to our audience for listening to the podcast. On your Apple or Android device, please subscribe to the podcast and leave feedback for us. We also publish a newsletter called the Health Care Real Estate Advisor. To be added to the list, please email me at ADick@HallRender.com. 

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The Foundation Real Estate Model

The Foundation Real Estate Model

An interview with Ben Mingle from the Centurion Foundation, Inc.: In this episode, Andrew Dick interviews Ben Mingle, the Executive Vice President of the Centurion Foundation, Inc.  The Centurion Foundation, Inc., provides real estate development and financing solutions to health care providers.

Podcast Participants

Andrew Dick

Attorney with Hall Render

Ben Mingle

Executive Vice President of the Centurion Foundation, Inc.

Andrew Dick: Hello and welcome to the Healthcare Real Estate Advisor podcast. I’m Andrew Dick, an attorney with Hall Render, the largest health care focus law firm in the country. Please remember the views expressed in this podcast are those of the participants only and do not constitute legal advice. Today we’ll be talking about a unique way for nonprofit health care providers to finance sale lease back transactions in build a suit facilities using what we will refer to as the foundation real estate model.

Andrew Dick: The foundation real estate model may be a new concept for some of you, but it has been around for a while and more widely used in the higher education space. In fact there are several nonprofit real estate foundations that support other nonprofit corporations by providing low cost financing options for real estate transactions.

Andrew Dick: Centurion Foundation is one example of a foundation that can provide a variety of outsourced real estate functions including ownership, financing, and other real estate services for nonprofit health care providers.

Andrew Dick: Today we’ll be talking with Ben Mingle, the executive vice president of the Centurion Foundation. Ben, thanks for joining me.

Ben Mingle: Andrew, good morning. Thanks for having me.

Andrew Dick: Well, as a little bit of background, Ben, before we talk about the Centurion Foundation, let’s talk about you and your professional experience. You’re a certified public accountant with quite a bit of accounting experience and real estate experience. So, talk a little bit about your accounting experience.

Ben Mingle: Yeah, so after college, I worked for large national CPA firms in their advisory and assurance practices. All in that was about 11 years of my career. My main focus was real estate, so those were developers, REIT’s, joint venture entities, and then the rest of my practice surrounded health care institutions and banking clients. So, a flavor across the financing and real estate aspects coupled with healthcare.

Andrew Dick: Interesting, and you were with firms, I think KPMG, and ENY were two examples, correct?

Ben Mingle: Yeah. I spent the bulk of my time with Ernst & Young, but early on I was with KPMG.

Andrew Dick: Great. After you left the public accounting world, you spent some time working for a number of real estate investment and development firms. Why did you make the leap to real estate? How did that all play out?

Ben Mingle: Yeah, I think the transition for me started while I was in public accounting working with developers and working on different real estate projects is where I kind of saw my passion for real estate and watching the project come from an idea all the way out of the ground. Then I got an opportunity through a childhood friend of mine to go work for CBL. I grew up next door to some of the executives there and so I made the leap from public accounting into the real estate world kind of through that process.

Andrew Dick: So, Ben, talk a little bit about CBL, because that was a pretty significant opportunity. CBL is pretty well known in the real estate world, it was a real estate investment trust and tell us a little bit about what you were doing there.

Ben Mingle: Man, it was a great opportunity for me. It was right at the tail end of the big run, from 05, 06, 07 and into 08, 09, 010, so I got to watch the real estate landscape change a lot. I had a really unique roll where I oversaw a big chunk of the accounting department, but then I also was kind of the finance and accounting leader over the entire development portfolio for CBL. So, that meant all day day every day I was working on different real estate projects, figuring out how to get it financed, figuring out how to work out a broken deal, in the 08, 09 timeframe.

Ben Mingle: So it was really a transformative roll for me to take me from a CPA in professional practice to an actual, you know, an executor of projects from a finance and structuring standpoint.

Andrew Dick: Right, and CBL for those that may not know was a pretty significant REID that was owned and operated retail properties, right, Ben?

Ben Mingle: That’s right, they were, you know, at the time I was there they were probably the 4th or 5th largest retail property owner in the United States.

Andrew Dick: Okay, and then you made the move to Hutton Company, which, again, pretty significant real estate company. Tell us what they did and what you were doing for Hutton Company.

Ben Mingle: Yeah, so some of the executives at Hutton were folks that I’d worked with at CBL. Hutton was, at the time, probably one of the largest net lease developers in the United States working for household names like Wal-Mart, and Dick’s Sporting Goods, and Family Dollar, Dollar General, folks like that. It was a very entrepreneurial environment, which I really enjoyed and kind of got out of public company modeling to into just a pure development model. It was a great experience for me. They, at the time when I came in, the company probably had 200 million in assets and was doing a decent bit of volume, but while I was there we doubled and tripled couple years there in a row, we had a big program with Wal-Mart. So, it was an excellent time for me to be in that space.

Andrew Dick: So you were serving as one of the chief financial officers or the chief financial officer, doing quite a bit of strategic planning, finance, etc. Is that right?

Ben Mingle: Yeah, I was the CFO there, and we were going through that tremendous growth period, so my main job was to set the strategic plan so that we had enough capital to continue to develop for our client. So that covered the full suit of finance, tax, treasury, accounting, you name it, it was all encompassing.

Andrew Dick: Okay, and then you work for a couple years there and make the move to The University Financing Foundation, also known as TUFF, tell us a little bit about that transition and what you were doing for TUFF.

Ben Mingle: Yeah, so, back to Ernst & Young, again, through some relationships that I kept up through Ernst & Young I’d gotten to TUFF and over a long period of time I learned more about their business and really saw how unique it was and what a powerful solution that a 501C3 real estate foundation can provide to its clients and really felt like it was an opportunity to take my finance skill sets and use that in a way that had a bigger impact. So, I made the move to TUFF in 2017.

Andrew Dick: Then after working for TUFF for a while, you decided to move to Centurion Foundation, which is a little bit of a similar model compared to TUFF. Talk about how you decided to make the move to Centurion Foundation and what that was like, because it sounds like you were considering forming your own foundation to provide resources to nonprofit corporations, but then found Centurion. Tell us a little bit about that.

Ben Mingle: Yeah, so being at TUFF, they were one of the early 501C3’s and they were exclusively focused on higher education, so really kind of at the epicenter of that world. While I was there, I realized the solutions that exist in the higher ed space were really needed in the healthcare space. A lot of hospitals face many of the same kind of challenges that higher education institutions face, from a funding standpoint. So, really kind of saw that that opportunity and that need was there and was thinking that I would potentially set up my own foundation to focus exclusively on healthcare and as I was going through that process, I got introduced to Greg Grove and the Centurion Foundation. Greg had a background in healthcare, tax exempt financing, he had been an investment banker at the beginning of his career.

Ben Mingle: He had set up Centurion Foundation in 1996 with the mission of helping other 501C3 organizations deliver mission critical facilities. So, it was a fortuitous chance that Greg and I met. We worked together for over a year and really kind of honed in on what we thought the vision for Centurion could be and I decided to come on board in 2018 at Centurion.

Andrew Dick: Ben, Centurion Foundation, it’s headquartered in Atlanta, Georgia, it’s been around for a while. Talk about the types of projects that it has financed in the past and what your vision is going forward.

Ben Mingle: Centurion was founded in 96, like I mentioned earlier, with a very broad mission, and that broad mission was intentional so that we had the biggest opportunity to help the most organizations out there. That’s important for listeners on the call today to think about because we want to be able to look at many different types of transactions in healthcare and in other spaces and be flexible and be open to the needs of those clients. Our mission being very broad is really important.

Ben Mingle: Centurion has financed a number of projects in the past. When I say financed, some of the are ownership structures with leasing, like we’re going to talk about later today, and then some of those are more direct lending transactions. So the transactions include long-term care facilities, student housing in charter schools to date.

Ben Mingle: Centurion also has a sister 501C3 organization with some common board membership and that’s The Guardian Foundation. The Guardian Foundation has bene around since 89, and it owns and operates long terms care facilities, and it’s financed over 20 facilities throughout the United States.

Andrew Dick: That’s interesting. So, talk a little bit about your vision for taking Centurion to the next level and really focusing on the healthcare industry. What type of transactions will Centurion be focusing on in the healthcare space? New development projects, sale lease backs, all of the above, talk a little bit about what you’re out there chasing today.

Ben Mingle: I think the all the above comment kind of hits right in with us. We look at new development projects a lot, we also were looking at sale lease backs, you know, the focus for us is where the hospital is the anchor tenant for the project. So we can do a hospital, an entire hospital, a hospital wing, a medical office building, an outpatient clinic, a surgery center, a free standing ED, really any project where the hospital is the key anchor. We can have private docs and private use in the facility, but the key for the facility for us, is that the hospital is the main beneficiary of that facility.

Andrew Dick: Okay, let’s talk a little bit about the structure, because the foundation model has been around for sometime, but some of our listeners may not be familiar with the structure. Typically, you’re going to form a nonprofit entity, the hospital which needs to be, typically, a nonprofit hospital that would be the tenant in the project. Centurion could partner with, like on a build to suit project, a developer and help the hospital really shape the project from design to completion. Talk a little bit about some of the flexibility that you have in terms of you could help source architects, fee developers, et cetera.

Ben Mingle: Yeah, so I think the most important thing for people to hear today when we talk about this is the flexibility concept. We are not set with a particular model of this how we do a project. We look at each project, and more importantly, we look at the needs of the health system and crash the model to fit those constraints that mold the ask. So, in a typical transaction, we would expect to ground lease from the hospital, we would own the project, and we would lease the project back to the hospital system. In the case of a development deal, we would bring in a fee development, fee only developer, and they would work with us and work with the hospital to manage the architect and manage the design process and manage the construction process and ensure everything is completed in the way that you would expect of a building of that caliber. The flip of that is if the hospital has all those resources in house, the development resources, the hospital can manage the design of the building and manage selecting the contractor, we’ll be involved and help all along the way, but if the hospital wants to play in that role, that’s something that we’re open to.

Ben Mingle: So, in either case, if there’s a developer involved or not, Centurion would finance with taking that lease and that support of the transaction by the hospital due to lease. We would finance the portions of the building the hospital’s going to occupy with tax exempt debt, but then portions of the hospital that might occupied by for profit uses, we would finance with taxable debt. What we feel about this is that blend ultimately creates greater flexibility in how the hospital can use the facility, and it also creates the lowest cost to capital. We feel like that’s one of the key competitive advantages that we have.

Andrew Dick: I think you’re right, Ben, I think you’re right. I think the low cost of capital is where these nonprofit healthcare systems can really benefit from the Centurion model, and at the end of the, for example, if it’s a 25 lease, at the end of the lease, one of the benefits is the hospital owns the project at the end, is that right, Ben?

Ben Mingle: Yeah, I mean, when you kind of think about the key benefits, what we like to say is number one you’re working with another 501C3 that isn’t necessarily motivated by profit. So, we’re aligned, you hope to feel alignment in working with us from day one. We’re extremely transparent. You’ll know everything that we know, there won’t be any mystery as to how the transaction gets done. The second point that you just kind of mentioned is our goal is for the ownership of the facility to revert back to the hospital at the end of the lease term. Without getting into lease accounting on this call today, we can structure that in several different ways just to meet whatever desired structure the hospital wants, but through that, the hospital is ensured long term control of the facility.

Ben Mingle: Then, what I’d say about the rent structure is we can structure the rent in any manner that the hospital wants. So we could have a flat rent over the entire term, we can have built in increases, all of that is just to manufacture the lowest cost debt service, which equals lowest rent payment and we can structure that based on whatever their needs are for that particular asset and whatever their overall corporate constraints are.

Ben Mingle: The other benefit would be, generally, we’re going to be able to pass through real estate tax exemption, every state’s different, but generally we’re going to help be able to maintain that real estate tax exemption, so that’s critical. Then in the case of a development deal, we should also be able to help avoid sales tax on construction material.

Ben Mingle: So we kind of see those as our key benefits when the hospitals are thinking about ways that they’re going outsource and looking at us, comparing us to another alternative they might have.

Andrew Dick: I mean those are significant benefits. I know, Ben, over the years when I’ve represented healthcare providers, most for profit developers can’t bring those benefits to the table. So when I think about the Centurion model, some of my clients might say, well, why wouldn’t my healthcare system simply issue bonds itself to fund the project instead of using Centurion. I think the response is, well Centurion handles the issuance of the bonds and provides a turnkey solution that is often much more simpler for the health system to execute when compared to a bond issuance through a large health system. Am I thinking about that correctly?

Ben Mingle: Andrew, you’re right. I mean we would always say that hopefully the hospitals cost to finance is the lowest, but there could be other things that are constraining them. So, if they have a need not to have direct debt, then they likely are considering outsourcing, and what we would like to say is, Centurion or someone like us would be their next best option, because we’re also going to have effectively that really low cost to financing like they will have, but it won’t be direct debt. Then we also have the opportunity to simplify it for them, where they can just sign a lease and they have a development partner that we can work with together and they have some assurance that that development partner that they may have had some past experience with or one that I could introduce them to, has surety of execution.

Ben Mingle: So when you think about an operating lease benefit that potentially saves credit capacity for them to focus on other mission critical facilities or investments or initiatives and not potentially have to tie up their credit for whatever this project would cost them.

Andrew Dick: Yeah, I think that’s an important distinction, and I think some of my clients would say, you know, going through a bond issuance for a larger health system is a ton of work. A lot due diligence needs to be performed, where as with the Centurion model, it’s much simpler, like you said, more of sign the lease and you’re off to the races.
Andrew Dick: In terms, let’s quickly talk about build to suit transactions, I think we’ve mentioned some of the benefits but Centurion could act, when it provides a turnkey solution, it could engage architects, it could engage contractors, take some development risk, help with development selection if that’s needed. Isn’t that right, Ben, I mean one of the benefits is you can just provide the financing on one end of the spectrum, on the other end you could provide a turnkey development solution for the healthcare system. I am thinking about that correctly?

Ben Mingle: Yeah, that’s right. We like to think that we provide a solution that may be different than the way they’ve been executing projects and that we bring an institutional thought process to how a building should be designed. We’re going to listen, we’re going to make sure that building is designed to meet your needs, but we’re also going to be able to point out things that your internal team may not be considering just by, we’ll bring a national developer onto our team that’s developing across the country and that perspective, a lot of times, can help lower cost or refine the criteria for the building.

Ben Mingle: So, we bring that but we also bring the humility to know that some hospitals out there today are very dialed into the things that I just mentioned and they may want to be in total control and so we’re flexible either way. So, we work architects, we work contractors, we work with developers and attorneys, all day that’s the business of real estate, but we’re so flexible, that I think that, again, separates us from some of their other options that we’ll literally do this transaction in a way that they want to execute it versus the way we want to execute it.

Andrew Dick: That’s helpful. We’ve talked about build to suit transactions, let’s talk just a little bit about sale lease back transactions, because we know a number of healthcare systems over the last 10 years or more have decided to monetize some of their real estate assets for example, medical office buildings. Centurion can also provide a solution there as well, where Centurion comes in and becomes the surrogate owner of those assets, leases them back to the healthcare system. Ben, in terms of sale least back transactions, why would someone use Centurion over any other for profit real estate company, what are the benefits?

Ben Mingle: Yeah, I think it first is rooted in our not for profit mission. I mean, when you look at a transaction with us versus a REID or another private owner, our ultimate goal in the way we will look at it is, how do we achieve sale accounting for the hospital, any gain recognition that they’re looking for, but then also structure that lease, that operating lease so that ownership will revert back to the hospital at the end of the lease term. Then, when you think about that and look at that over the life cycle of the building, you’re going to have a much lower cost of occupancy because our lease payments will be really calculated on the cost to finance and not the cost of the spread and the marketplace and what rental rates are doing today.

Ben Mingle: So, the hospital has a great opportunity to benefit over the long term because our lease payment could be fixed for effectively 20, 30 years, and a REID or other ownership model, that won’t be the case. Then, at the end, you know, we’re not going to be trying to negotiate a fair value buy out if the hospital ever wants to buy the facility back. Another big benefit in doing a similar transaction with us is, we’re likely to be able to maintain property tax exemption as well, so when they think about all those things and look at all of them, we feel like we’ve got a really compelling story when they’re thinking about potentially selling a building on a sale lease back basis.

Andrew Dick: Interesting. Talk a little bit about the lease terms, Ben, how much flexibility is there? Are we talking 15 year leases, 20 year leases, 30 year, or is it really however you structure the deal, I mean there can be flexibility there in other words.

Ben Mingle: Yeah, that’s the most important thing for the folks on the call to come away with today, is our flexibility and our willingness to look at many different structures. The simple answer is, we kind of look at it and think that the 20 year lease makes the most sense because it provides a really low cost to finance and then it also maintains a reasonable rent constant. You know, the shorter 10, 12, 15 year leases get pretty expensive on an annual basis. So, we really will look at anything though, and we’ll look at any structure whether it’s a public bond financing, a private bond financing, a CTL, or other source of capital. We have effectively all the different capital solutions available to us to work with in the Centurion platform.

Andrew Dick: You mentioned CTL financing for those listeners that may be familiar with that term or may not be, it’s credit tenent lease, CTL for short. Ben, some of the listeners may say, well, how is Centurion different than a CTL lender or how can you distinguish yourself between a traditional CTL transaction and what Centurion offers?

Ben Mingle: Yeah, so if a hospital’s thinking that they may be just put a CTL loan on the building versus selling it, there’s a couple other things that we provide that are compelling when they think about is, if there’s good tax exempt use in that building, then we should be able to finance the sale lease back with tax exempt debt and therefore lowering the cost of occupancy lower than a CTL rent loan payment. Then, it also typically would be indirect debt, because it would be an operating lease in that we hope, depending on the way your debt covenants are structured, can preserve some of your debt capacity.

Andrew Dick: Ben, in terms of, we talked a little bit about this earlier, as much as Centurion Foundation is focused on nonprofit healthcare systems, if those healthcare systems have a project that has mixed use, meaning some good 501C3 tax exempt use in the building but some for profit use or private use, maybe it’s a physician practice group that’s independent that happens to be in a medical office building. Does that limit your ability to underwrite a deal.

Ben Mingle: I think the short answer is no. We’re going to look at a couple different things on something that has for profit use. The first things we’re going to look at from our perspective is, is this facility helping achieve the mission of the hospital. So we’re going to make sure there’s a mission match and generally there will be. So we’ll need some form of C3 component in the facility to kind of accomplish that. Then, from a financing standpoint, we’ll look at, who are tenants today and which of those tenants are good C3 users and which of those users are for profit users. Then, we’ll look out into the future with the health system and ask question of what do you think will happen, you know, five, ten years down the road in this facility. Then, we’ll craft and mold the blend of taxable and tax exempt debt based upon those answers so that we can still accommodate for profit use in that building.

Andrew Dick: Great. Talk about geographic restrictions if any, will Centurion finance project in any state, or are you focused to projects in the southeast, since you’re in Atlanta, talk a little bit about that.

Ben Mingle: So, we’re having conversations right now in the southeast, and also in the west. So we’ll look at anything in the US and that kind of goes back to our flexibility comments earlier on, is we won’t have boots on the ground on the west coast, but we will partner with a developer if we need it or with the hospital system for boots on the ground. So we think that model keeps us nimble and flexible, so we’re not dictated by our own structure as far as looking at a different transaction.

Andrew Dick: In terms of other services that Centurion can provide, we’ve talked a lot about healthcare today, will you also look at higher education projects or projects that involve other nonprofits or are you just going to focus on healthcare?

Ben Mingle: Yeah, I think our main focus is healthcare. We have some university relationships, and we are looking at a couple different university projects, but our focus really is healthcare but we will, you know, an academic medical center is a good example of that. You’re blending the needs of a health system and a university, so we’re looking at some of those, and then other not for profits definitely fit in our scope, so we will look at any transaction or potential transaction that has a 501C3 use.

Andrew Dick: Great. Well, Ben, looking forward, five years from today, where do you see Centurion Foundation? What will you all be working on, is the outlook positive, I mean how much interest in this model has there been? Talk a little bit about that.

Ben Mingle: Yeah, I feel really good about where we are and where we’re going. I expect that in five years, this solution that we provide and that some others provide, will be a very commonly used tool in the healthcare space. I think it will be more of a household solution that hospitals can understand and use that to their benefit. So, I hope we’re still doing what we’re doing five, ten years from now. I just expect that there’ll probably be other people in this space and there’ll be a lot more prevalence of this approach.

Andrew Dick: Ben, how can folks connect with you and learn more about what Centurion is doing?

Ben Mingle: I think the easiest way is to just drop me a note, an email. It’s Ben, it’s bmingle@centurionmail.org. I think if they just drop me a note, I’ll be quick to follow up with them.

Andrew Dick: Great, hey, Ben, thanks for joining us on the podcast today. This is really good information for our listeners. I want to thank our audience as well for listening to the podcast on your Apple or Android device, please subscribe to the podcast and leave feedback for us. We also publish a newsletter call The Healthcare Real Estate Advisor, to be added to that list please email me at adick@hallrender.com. Thanks so much and have a great day.

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Outlook for Nonprofit Health Care Sector

An Interview with Ken Gacka and Allison Bretz of S&P Global Ratings: 

In this episode, Joel Swider, a health care real estate attorney with Hall Render, talks with Ken Gacka and Allison Bretz of S&P Global Ratings about S&P’s Nonprofit Healthcare Outlook for 2018 and what to expect in 2019. Ken Gacka is the Senior Director & Analytical Manager of Healthcare Ratings at S&P, and Allison Bretz is an Associate Director for U.S. Public Finance at S&P. More information on global health care finance is available at S&P’s website: www.spratings.com/healthcare.

Podcast Participants

Joel Swider

Attorney with Hall Render

Ken Gacka

Senior Director & Analytical Manager of Healthcare Ratings at S&P

Allison Bretz

Associate Director for U.S. Public Finance at S&P

Joel Swider:                        Hello, and welcome to the Health Care Real Estate Advisor podcast. I’m Joel Swider, and I’m an attorney with Hall Render. Today we’ll be talking with Ken Gacka, senior director and analytical manager for health care ratings at S&P Global Ratings, and Allison Bretz, associate director at S&p Global Ratings. We’re going to be talking about S&P’s 2019 outlook for the U.S not-for-profit health care sector, which is expected to be released early next year. Ken, and Allison thanks for joining me.

Allison Bretz:                     Thank you for having us.

Joel Swider:                       Walk me through the types of services that S&P provides to health system clients. Of course today we’re focused on the nonprofit health sector, but I assume this process will be similar in the for profit sector as well. Let’s say a hospital or a health system comes to you, says, “We want to issue tax exempt debt, we’re going to pay for a new hospital building. Take us from there.”

Ken Gacka:                         Sure, thanks Joel and thanks for having us. To give you some context, S&P is not for profit health care team it’s a part of S&P’s U.S public finance practice. U.S Public finance issues ratings on over 22,000 entities across the U.S, the not-for-profit health care team focuses on the health care especially. We cover a wide range of hospitals and health systems across the U.S, we have over 500 organizations that we rate. They range in size, and range in services offered, so we rate organizations with revenue basis as high as $75 billion to those as small as $30 million. So we have a wide range of clients that we interact with, and you have all shapes and sizes in between, large multi facility health systems, critical access hospitals, academic medical centers, integrated delivery systems that have both the provider arm and an insurance arm. We cover a wide range of organizations, and we find that to be very important as we analyze the sector and keep our finger on the pulse of the trends and emerging credit risks that may be out there. Our team is comprised of 16 health care specialists located across the U.S.

Ken Gacka:                        When we interact with our clients, you’re right it is typically tied to a debt issuance. So organizations will come to market, and we’re a key part of that process giving our opinion of the credit worthiness of the issuer. That starts really an ongoing relationship, so every year then we speak with the client, get an update on their financial position, their strategies, and so forth. And determine whether the rating needs updated, either upgraded, or downgraded, or through an outlook revision. It’s really part of an ongoing relationship that we have with each of our clients once we first initiate the rating.

Joel Swider:                       I suppose that depending on your analysis, then that may affect the borrower’s interested rate, or maybe the amount of debt that they’re able to issue. Is that right? What is the next step after that?

Joel Swider:                       (silence)

Joel Swider:                       And that’s all right if you don’t know. I realize that you’re not bankers here.

Ken Gacka:                        I’m sorry. No, that’s … sorry, I was on mute Joel. I’ll just start again here from your question. Yes, the rating is one piece of information that goes into determining interest rates that an organization may have to pay for their debt. I find often as well that the rating serves as a good benchmark for an organization, in fact we have some organizations that don’t have rated debt. They carry an S&P rating so that they have that discipline that comes with the process so that they can compare themselves to others in their peer group across the standard methodology like we have.

Joel Swider:                       Sure. I guess Allison, could you give us some more background as to … we’re looking at the sector outlook, what are these outlooks and what are they designed to do?

Allison Bretz:                     Sure. The sector outlook is a piece that we release at the beginning of every year that summarizes our expectations for the not-for-profit sector, the outlook encompasses our view of the whole sector and where we think the balance of rating actions might lead for the upcoming year. It’s an opportunity for us to address the big picture, the post to much of our work with covers individual hospitals or systems. It’s really our way of stepping back, looking at the sector as a whole and saying to the market, “Here’s where we think ratings might fall next year, and based on what we’ve learned in the last year here is why we think that.”

Joel Swider:                       Okay. Your … primarily in terms of the raw data that you’re looking at for the outlook, I assume you’re going to look primarily to the hospitals or health systems, whoever your clients are who you’ve been examining throughout the year. Is that right?

Allison Bretz:                     Right. We look at financial data that’s publicly released, audits and interim financials, as well as data that’s shared with us from these hospitals and health systems. We look at our conversations with the management teams, and the materials that they’ve provided to us. Since this is a more wholistic perspective, we also take a look at the industry as a whole. We look at the industry trends beyond just hospitals and health systems, state and national legislative moves, or things that we might see upcoming in the U.S economy as a whole. All the things that play a role in shaping the sector beyond just the players that we work with.

Joel Swider:                       Who’s the primary audience then for your … again, talking about the outlook in particular, who’s the primary audience for that?

Allison Bretz:                     Our audience is the investor communities, so the individuals that read our reports. But as Ken alluded to earlier, our hospital and health systems also read the outlook with great interest and so of course they can frequently get bogged down in their own individual issues. So I think it’s a helpful perspective for them to look at how we’re viewing the industry as a whole, and what we’re hearing from other players in the market.

Joel Swider:                       As we’re looking toward 2019, I was reviewing your 2018 outlook. We’re not 20 … 11 months into the year, 10 months since you released the 2018 outlook. I’d like to look at some of the topics that you have focused as being significant factors that contributed to your outlook, and maybe get a feel for whether those predictions really came to fruition, or whether we’re going to see maybe some changes in those particular areas for next year. Starting with M&A activity within the sector, you had mentioned in your 2018 outlook that M&A activity remains heightened within the sector, and at that generally supports credit quality depending on merger effectiveness. Could you explain that a little bit? How does the heightened M&A activity support credit quality?

Ken Gacka:                        Sure. I might take a step back with this one, and talk a little bit first about the reasons why we’re seeing so much M&A. I think then that would dovetail nicely with the question of the supporting credit quality. M&A in health care has been around for a long period of time, we’ve been seeing mergers and acquisitions for decades. Now, I think the reasons why you see M&A has evolved over the last several years, in the past I think the players were often very clear it was going to be a large, strong health system acquiring a perhaps struggling smaller standalone hospital. You were going to see the M&A driven by desire to scale up so that you can take advantages of economy’s scales, and have more leverage to pay or send suppliers. What we’re seeing now is those reasons are still very important, but we’re also seeing that these mergers and acquisitions are driven by competency based needs, so organizations that may be looking to add a service line, or a geography that they don’t have that’s important to their longterm strategy.

Ken Gacka:                        Also, I think there is a real play based on the nature of the operating environment being difficult, I think a lot of organizations do see the need in the time of tightening margins to be able to partner with a larger organization to be able to expand or to invest in IT infrastructure which is very costly. When we see some of these organizations pair up with another organization, we often see the smaller troubled credit maybe getting bought up by a large organization still today. In fact as we look at our rating actions this year, we’ve got quite a few that were upgraded just by virtue of being acquired by another organization. For instance, present health, a triple B category credit was acquired by Ascension this year and that was an upgrade. That sort of lens to one of those reasons why one may consider partnering with another organization.

Joel Swider:                       Sure. I’m going to ask a dumb question, if we see a general increase in terms of credit quality because of … as you mentioned, you might have an entity with weaker credit quality being acquired by a higher rated hospital or system. Is there any sense in which you want to maintain a bell curve? Or does it look bad if we’ve got all of these tax exempt hospitals having very high credit ratings, and very few in the lower categories? Or does that not even really come into play?

Ken Gacka:                        It muddies the numbers a little bit because you do … if you did look at our rating distribution over time, you would see a pretty clear bell curve. Oftentimes those on the far right of the curve, so the non investment grade credits are acquired and that double B rating goes away and it becomes an A if it’s taken on by a stronger organization. I don’t think it’s a bad thing, but it muddies the water a little bit on … it mutes how loud the view is of the negativity in the sector.

Joel Swider:                       Another issue that you had discussed in your 2018 outlook was legislative and administrative risks, you had said that they would remain ongoing and that the ACA repeal and replace initiatives, and the likelihood would also impact as well as the likelihood of raising uninsured rates. What are we predicting for next year? Obviously we just had an election, any difference in that category?

Allison Bretz:                     I would say that the election did present some changes, I think we’ve identified a few key factors. With Democrats now in control of the House, I don’t think we expect further repeal and replace legislative efforts. We did see several of those over the last two years, but I think that will cease now that Republicans no longer control the House. With that said, I think we do expect some movement from Washington still that could decrease insurance coverage. There’s been a lot of conversation about allowance of short term, or skinny insurance plans which may not fully cover basic benefits meaning that even if individuals appear to be insured, they still are not paying out of pocket, or not being able to pay for many services. We’re also seeing supportive, more stringent requirements for Medicaid work requirements which may result in lower coverage. But on a state level, we did see voters in Idaho, Nebraska, and Utah vote to expand Medicaid. We saw general improvement in ratings in states that initially expanded Medicaid under the Affordable Care Act, and so also I think expansion will be generally positive for hospitals and health systems operating in those systems; Utah, Idaho, and Nebraska.

Allison Bretz:                     We’ll be watching to see how quickly the expansions are implemented, and the ultimate size of the newly covered populations. But I think that’s generally a credit positive for operators in those states. Overall I think the election was mostly positive from a health care perspective, but we will continue to see some push out of Washington to decrease insurance coverage … maybe not through explicit legislation, but through some of these efforts at the margins.

Joel Swider:                       Sure. It’s interesting to think that sometimes gridlock is a good thing when it comes to not seeing seismic shifts in some of these policies. Another point that you made in your outlook last year was looking at nontraditional players and their significance in the market, you had said at that time you didn’t really see that happening within the year, in other words by 2018 year end. Does that remain for 2019 too? Or is this going to be the year we start seeing some more shifts in terms on those nontraditional players; Amazon, CVS, and those types entities?

Allison Bretz:                     I think we’re expecting this to not be a major issue in 2019 as it has not been in 2018, at least for our hospitals. Let’s say we are I think likely to see some more tangible things, the CVS at the merger was recently approved, the Berkshire Hathaway, JP Morgan, and Amazon company has named it CEO and seems to be forming a structure. 2019 should provide some clarity on strategy from these nontraditional players, but I don’t think we expect yet to see them really eat into the market of our traditional providers at the hospitals. We are seeing more movement to nontraditional revenue streams from our hospitals, and I think inpatient revenue used to be their bread and butter, and where they made most of their money. That’s really no longer the case, we’re seeing much more revenue driven from outpatient ventures, other joint ventures that are not necessarily the traditional heads and beds that hospitals have provided.

Allison Bretz:                     I think we do expect that to continue in 2019, and to see competition from ambulatory surgical companies, urgent care, and other providers that maybe do provide care outside of the traditional hospital setting, but maybe not from these disruptors that have been making the news so much. I think that might be a little bit slower to move into the industry.

Joel Swider:                       And you’re talking Allison too … I mean do you think that there is any sort of siphoning off of some of the maybe healthier patients? In our own office, every year we’ve got to get a physical for insurance purposes, or it gives us a benefit in terms of our insurance rate. Some people will go and get their physical at let’s say at Walgreens, or CVS, or one of these doc in the box type places. Are we going to see any kind of siphoning off of some of the healthier patients in these nontraditional settings, which I guess would in turn leave hospitals with the older, sicker patients, which presumable are less profitable? Any truth to that?

Allison Bretz:                     Absolutely, there’s truth to that. I think that’s already very much happening, and it has created some of the revenue pressure that is reflected in our median, the decreasing operating margins over the last few years. We have seen hospitals and health systems invest more meaningfully in getting a piece of that pie, so they’re buying up Urgent Cares, they’re partnering through joint ventures with Urgent Care providers. Some of them are putting their own clinics into Walmart, CVS, Walgreens, et cetera. They’re really making an effort to get a foot in the door and provide services in more convenient lower cost settings of care because they recognize that many young healthy commercial insured individuals don’t want to come to the hospital for basic services, and if they don’t need to they’ll seek it in a more convenient setting. So I think going forward the providers we expect to be most successful are those that are able to provide care in more creative ways, and a different setting than just traditional hospital.

Joel Swider:                       In terms of some of the raw data that you analyze through your outlook, I looked toward the end of your 2018 outlook. You have several charts, and you showed an increase in the 2017 data regarding the number of ratings downgrades and revisions as compared with recent years. There were also more negative than positive downgrades and revisions, has that trend continued so far in 2018?

Allison Bretz:                     Yes, it has. To the first nine months of 2018, we’re seeing a similar trend with slightly more negative rating actions than downgrade. We’ve had 29 negative outlook changes, and 21 positive outlook changes. Of the 279 rating actions, we’ve had for the first nine month of the year about 7.5% were upgrades, and 10.4 were downgrades. So that trend has continued, but it’s important to note that 82% of those rating actions were affirmations. Overall there is tremendous underlying stability of the sector, and that really reflects the stable outlook we had coming into the year. We have seen more downgrades than upgrades, more negative rating actions, but overall 4-5 rating actions, or a little more than that were affirmations reflecting that real underlying stability in these credits.

Joel Swider:                       Another interesting chart that you guys had published in your 2018 outlook was days cash on hand, it looked like that had been increasing while longterm debt and capitalization percentages had been decreasing. Do you have any idea why that is? And whether that might have an impact on, for example, building, and construction in the future?

Allison Bretz:                     Days cash has been increasing for a few reasons. I think over the last few years we’ve had very strong investment markets, and not for profit hospitals … not universally, but generally tend to carry thoroughly large investment portfolios. So as the markets have done well, they’ve seen real growth and liquidity so that’s helped support growth of days cash on hand. At the same time we have seen construction slow down somewhat across the industry, large projects do continue but I think they are fewer than they were several years ago. We’re not seeing as many major towers, or large scale patient bed construction projects. Instead investment is a little bit more strategic, so many hospitals and health systems as I alluded to before are looking to invest in smaller scale outpatient facilities either on their main campuses, or in the markets were they’re located. Then we’re also seeing investment in IT, so not physical improvements to buildings but investments in software system and other technology that helps them remain competitive have and become more efficient.

Joel Swider:                       One last chart I wanted to focus on from your 2018 outlook, you had shown that nonprofit median operating margins fell sharply … pretty sharply anyway from 2015-2016, and S&P put out another set of medians in July of 2018 which showed a continuance of that trend. To the untrained eye this looks bad, is this a red flag?

Allison Bretz:                     Sure. I’m not sure it’s a red flag, but I do think it’s a trend that we expect to continue. It’s one that we’ve seen for last few years as operating margins continue to decline. Revenue growth has really plateaued, reimbursement continues to worsen, so payer mix deterioration which includes movement from patients on commercial insurance to patients on Medicare, as well as weaker reimbursement from those commercial payers is affecting that overall revenue base. Then on the expense side we’re seeing really significant growth and supply costs, especially for pharmaceuticals, specialty pharmaceuticals in particular, and salary and wage pressure as competitions for providers … especially nurses, and other mid level providers grows. Those two things combined as you might expect is very much squeezing operating margins across the industry, and I think we do expect that to continue. What we’ve seen over the last few years, particularly with healthy investment market is that non-operating returns have offset some of this, and so debt service coverage remains reasonably healthy and overall cashflow is fairly strong. I think the red flag, or something to be concerned about as we look into 2019 is the fact that investment markets may slow.

Allison Bretz:                     We’ve seen a downturn just over the last few months, and I think there is some concern that we’re not going to see the kind of investment returns we have historically or certainly over the last few years which would both affect liquidity as we’ve talked about, we might see slower growth on days cash on hand, but also will affect cashflow. Those investment returns are going to decline, and may no longer be able to offset the fact that operating margins are getting weaker.

Joel Swider:                       Let’s shift and talk a little bit more about 2019, I’m assuming that you’re well underway in terms of looking at your outlook for next year. We’ve talked about a few issues, any other thoughts about what you’re seeing for 2019? You had mentioned briefly in the 2018 outlook about the Tax Cuts, and Jobs Acts, and also the removal in advance for fundings. What are we seeing in those areas, and in the other areas in 2019?

Allison Bretz:                     As we mentioned, I think we’ll continue to see softening operating margins, I think the challenges that we’re seeing across the industry will not abate and competition is becoming more fierce everyday. These nontraditional providers are coming in, and there are just more places than ever as you alluded to for people to get some of the services that they have traditionally received at hospitals. That continues to be a challenge, and I think we expect operations to be difficult. Mergers and Acquisition activity is likely to slow somewhat, partly because there are just some markets where there is no one left. There’s not any further layers, or any further mergers that can take place. But there are certainly still plenty of small hospitals that will continue to struggle, and many of them may seek part partners in these larger systems. And they need that support from a larger scale provider, so maybe some slowdown on M&A but I think we do expect it to continue. Then from the Tax Cuts, and Jobs Act, from that perspective, advance refundings are gone, they’re no longer legal except in cases of murders and acquisitions.

Allison Bretz:                     For six months after a merger acquisition you can’t do a tax exempt refunding to consolidate debt, so leading up to that in late 2017 we saw a flurry of issuance from players concerned that there would be no tax exempt funding at all. That fortunately turned out not to be the case, but we did see a fairly slow pace if issuance in early 2018 since many people accelerated those plans and went ahead in late 2017 although things have picked up later in the year. Going forward, I think we started to see some less traditional or different debt structures as a response to the Tax Cuts, and Jobs Act. We’re seeing more taxable refundings, or taxable that issuance is generally. That market continues to mature, and then variable rate debt structures have also become more popular. So some changes in the structure of the debt that we’re seeing issued which I think is somewhat a response to that Tax Cuts, and Jobs Act.

Joel Swider:                       Interesting.

Ken Gacka:                        The only thing I would add Joe is … I agree with everything else and said on trends that we expect to continue, and we are in the phase now of evaluating the data in preparation for the launch for 2019 outlook. That will be coming in early 2019, so be on the lookout.

Joel Swider:                       Okay. Well, great. Before I let you guys go, whenever I get the chance to talk with somebody who’s an expert in their particular field, I just love to hear how they came to be at their current position. Allison, curious how you came to be in the public finance world, and also in particular in the health care sector?

Allison Bretz:                     Right. My undergraduate degree was in public policy, I’ve always been very interested in policy, and the nature of the public sector. I worked briefly after college for the city of Chicago, and then in finance for a large private university. So really started to get some experience in the not-for-profit sector. During that time I was also volunteering extensively in hospitals, and got really interested in the business of hospitals, and how hospitals operate. I ultimately went to graduate school and got a degree in health policy and administration, and I’ve been at S&P ever since. I really became interested in the inner section of health care policy in business, and hospitals sit really nicely in at that intersection. This has been a great role for me to learn about that world.

Joel Swider:                       Well, great. Thanks again Allison. And Ken I was looking at your bio, I saw that you had a background working at a health system in the past in Pennsylvania. Tell me about that and how you came to S&P?

Ken Gacka:                        Sure. I’ve been in health care for a long time, over 15 years in different capacities, different sides of the table. My first job out of undergrad was working as a financial analyst for the Commonwealth Health System in western Pennsylvania, I worked there for about five years in the finance area. Went back to grad school, I got my MBA and realized I really really enjoyed health care, the dynamic nature of the operating environment and decided that I would continue in the sector but on a different side. I got into health care consulting doing strategy consulting, reimbursement consulting, visibility studies. That got me to the point where I started to interact more with the rating agencies, and opportunity came up with S&P about 10 years ago and I was thrilled to join the not-for-profit health care team as an analyst. I’ve been here for 10 years, and pleased to say I now have the opportunity to lead a great team of analysts covering the evolution of our health care operating environment. It’s been a great journey, and we still have a lot of exciting times to come in our health care world.

Joel Swider:                       Yep, you’re absolutely right we do. Well, before I let you go, is there … where can people go to learn more? Is there a subscription list? Or other … where can people access your 2019 outlook when that is released?

Allison Bretz:                     I would encourage people to visit our website with is spratings.com/healthcare that site is great because it provides a combination of materials from our team not-for-profit health care, as well as our for profit team which includes for profit hospitals, medical devices, and pharmaceuticals, as well as our insurance team which covers the insurance industry. It’s a really nice marriage of materials from all three of our groups, and it also includes reportings of webcasts that we’ve done over in the last year, announcements and events that we host. We do host a few events around the country every year, and I would encourage people to attend if that is of interest to them. As well as articles that we’ve published, both sector outlooks, the medians, and other subject specific articles about the health care industry. So that’s sptratings.com/healthcare for all your health care needs.

Joel Swider:                       Great. Well, Ken and Allison, thanks again for joining me.

Allison Bretz:                     Thank you so-

Ken Gacka:                        Thank you.

Allison Bretz:                     … much for having us.

Joel Swider:                       If you like what you heard on this podcast, please subscribe on iTunes. If you’re interested in additional content from Hall Render, you can send me an email at jswider@hallrender.com J-S-W-I-D-E-R@ hallrender.com to subscribe to our month newsletter. Thanks again.

 

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Coworking Space for Health Care Professionals

An interview with George Scopetta from WeShareMD about Coworking Space for Physicians and Health Care Professionals:  

In this episode, Andrew Dick interviews George Scopetta, the co-founder and CEO of WeShareMD. WeShareMD is a company that provides coworking space to physicians and health care professionals.

Podcast Participants

Andrew Dick

Attorney with Hall Render

George Scopetta

Co-founder & CEO of WeShareMD

Andrew Dick:                     Hello, and welcome to the Healthcare Real Estate Advisor podcast. I’m Andrew Dick, and I’m an attorney with Hall Render. If you’ve been following real estate news over the past year, you might have noticed that co-working space is really hot right now. Companies like WeWork are creating trendy space for tech start-ups and small businesses looking for a place to call home. A recent article suggests that WeWork is now being valued at $35 billion. Today we’ll be talking about co-working space for healthcare professionals and its impact on healthcare real estate.

Andrew Dick:                    If you’ve worked in healthcare, you know that hospitals have provided co-working space for physicians for many years. Now, the space offered by WeShareMD is not your typical hospital co-working space. WeShare is different. It’s high end space within MOBs for healthcare providers to use on an ‘as needed’ basis. Before we jump into the business, I’d like to welcome our guest George Scopetta. George is the co-founder and CEO of WeShareMD and the Managing Partner and founder of Medicus Partner Group. George, thanks for joining me.

George Scopetta:             No. Thanks for having me.

Andrew Dick:                    George, before we start talking about your business, give us a little bit of background about yourself. Where did you grow up? And what did you want to be when you grew up?

George Scopetta:             So, I grew up in Miami, Florida, and when I was a kid I wanted to be an investment banker. And so, when I went to school, my focus was what I wanted to do. I kind of went the long way, in that I went to Law School and I ended up becoming a Tax Attorney and working as a Tax Attorney with Big Four for a couple of years and then I went into banking after that.

Andrew Dick:                    So, what was attractive about investment banking, and tax? What did you like about doing that kind of work?

George Scopetta:             I come from a family of entrepreneurs and of running businesses, and I always wanted to be in the corporate world. And so, that always attracted me because that was what my grandfather did; that’s what my dad did. And so that’s always what I wanted to do. Mainly because that’s what I saw growing up. And when I got into the corporate world, I realized I was very good at it, but I always wanted to do my own thing eventually.

Andrew Dick:                    So, you work in the corporate world for a number of years- in accounting and then in the banking industry, and at some point you met a physician, who ended up becoming your partner. Talk a little bit about that George.

George Scopetta:             Absolutely. I was in banking, I was turning around troubled financial institutions for private equity and we had sold our last bank. I was retained by the creditor committee of the holding company to basically, dissolve the rest of the holding company of the bank. And, at that time I was working from home. I had the opportunity to travel because I really didn’t have to be in an office every day, but I was still getting paid. And I came out to LA on vacation and my friend that I was visiting, had an investor event down in San Diego, so I decided to go with him because it sounded like a fun trip. And so I came down to San Diego and went to a baseball game as part of the investment conference, and I ran into a doctor- Dr Jean Schau. And we started talking and he started telling me about his office buildings that he had, and his ideas on lifestyle healthcare medicine, and how to integrate lifestyle medicine into the real estate. And I just thought it was the time, right after Obamacare was passed, and healthcare was a big issue at the time and I just thought it was a great idea.

George Scopetta:             I actually stayed a couple days extra, changed my travel plans and went and did some due diligence when I was here, and the more I looked at it, the more I liked the idea and the deal. And, so I ended up investing. And we started with one building at the time, and I took over the real estate company… well it wasn’t really a real estate company at the time, but it was like a guy that owned a building. And I made it a business. And we started medical office buildings here in San Diego. And we started with one and then we refinanced and bought another. Most of the stuff was value-add real estate. We bought 50% occupied buildings or 30% occupied buildings, turned them around, filled them, created value, created equity, and then moved on and bought another one with the equity that we built. And we’ve just built the business over the last couple of years.

George Scopetta:             WeShare came from that, in that James always had the idea for WeShare, and we’ve had it for the last three years, but we wanted to stabilize the real estate portfolio and get multiple locations out there. Because, the whole thing with the co-working space, it’s a good idea but if you just have one co-working space… the idea with the medical co-working space is really that we’re bringing the doctor to the patient. Not so much the co-working space aspect of it. And so I think that the real idea that we have, is that we’re creating a model with the multiple locations and the membership model that a doctor can basically, practice in any one of the locations, in any one of the markets that we have an office in. And I think that, that’s the attractive thing about our model versus just, “Okay, we’re just a normal co-working space. We’re gonna place one office in San Diego, open it up and people are gonna come, because it’s co-working.” It’s not that.

George Scopetta:             Our model’s more sophisticated in that, what we’re trying to do is change the way that doctors practice, because nowadays, you can’t… and I see it in my MOB business. You can’t really just plant a flag and hope that your patients are gonna come to you any more. That’s the one thing… I just spoke at a conference yesterday, and that’s the one thing that resonated with me from all the other conversations on the other panels, was everybody’s trying to figure out, how to bring medicine and healthcare to the patient in a different way. In that it’s home healthcare, concierge medicine, telemedicine… it’s all trying to bring the doctor over to the patient and not the patient to the hospital. And I think that, that’s what our model does, is it really allows a doctor to go and have access to different locations, to actually go out to the different patients. So, he’s traveling to the different locations, similar to concierge medicine, except they’re not going into the home, they’re practicing in an office that’s near the patient.

Andrew Dick:                    So, George, what does the model look like? I think some of our listeners will say, “Well, hospitals have had some type of co-working space for years, but it’s usually space in the back of a hospital, it’s really dated space… your model’s different. This is high-end space from what I can tell, and it’s space that a physician would think is very attractive, as well as a patient. So talk a little bit about the space- what it looks like when you walk in, and what makes it different from other options that are out there right now?

George Scopetta:             Oh, absolutely. I think that in all our MOB’s, in the real estate business, we always sought out to basically be the nicer option. We try to make the patient experience feel very comfortable. Our waiting rooms look like living rooms. They aren’t like the typical patient room, where it’s just a line of chairs and some old magazines from eight months ago. We try to make it look like a living room feel, with coffee and really nice plush leather couches that are comfortable. All the counter tops are granite counter tops, including in the patient rooms and everything like that. We try to make it look very comfortable, and one of the things that we do, is we have TV screens and stuff like that. Because really, when you walk in, you want the doctor to be the focus of everything, not WeShareMD. No one wants to know that they’re going to the doctor in a co-sharing space.

George Scopetta:             So we strive to put… when the doctor comes in and reserves the space for four or eight hours, we put his name on the TV screen behind the front desk and we try to make it look like it’s his office when he comes in and not like they’re coming in to a co-working space.

Andrew Dick:                    Okay. Talk a little bit about how the model works, George. You have a number of locations, how does a physician sign up to be a part of the co-working venture? Do they pay a membership fee and then pay for blocks of time? How does it work?

George Scopetta:             So, essentially, what ends up happening is any physician can go to our website and there’s a member log-in. You create a member log-in to our website and that member log-in will send you to our member site. It’s free to have a member log-in. We do have a couple of different options. We have a virtual office option, which allows you to use our address- our addresses of the different areas and to advertise this as the WeShare address as your office address. And that’s important to physicians because when they’re signing up and designating a location for their Med Mail, you have to have an address in an MOB. You can’t have your address as your house. You have to have an office, and so that’s super-important for doctors, because they can list this as the office that they practice in, and that’s $150 per month for the doctors.

George Scopetta:             Once they do that and they name WeShare as where they practice, they can rent rooms by… we have clinic blocks which are four hours, because that’s what typically what a clinic is. It’s usually a four hour clinic. So we have a morning clinic, an afternoon clinic and a evening clinic. And doctors can reserve four hours at a time, and they can log onto the site and all the scheduling is done online at the site. So if they log in, they can go schedule a clinic, click on the building that they want, click on the day, click on the time and then they pick if they want two offices, or one office, and a patient room, or two patient rooms. And then they check out and they pay. And you can pay with your credit card. So the doctors will actually get points now for paying for their space on their credit cards, if they want.

Andrew Dick:                    George, how far in advance, would a physician need to sign up for space?

George Scopetta:             They can sign up and reserve space within 24 hours of their next appointment.

Andrew Dick:                    And once they show up, George, I know that one issue that we run into with what we call timeshare clinics, over the years is some of the space needs to be turned over. So, if the physician’s there in the morning, and a different physician comes in, in the afternoon, I’m assuming that you have a receptionist, or a staff member that’s going to clean up the space and make sure it’s usable for the next user?

George Scopetta:             Yes, we have a receptionist, who’s… she’s not really a receptionist, she sits at the reception desk but she’s really the office manager of the office. And she’s there to greet you and the doctor when they come in. show them where their office is, show them where their space is and make sure that they’re comfortable and she or he is the presence at the front desk, that greets the patients when they come in, shows them what they need to do, and then when the doctor’s ready for them, she or he takes them back into the patient room for the doctor and sets them up. That person is also… after the four hours, is responsible for making sure the rooms are tidy and cleaned up and wiped down, so that when the next physician comes in, everything is perfect and as it should be in the different rooms.

Andrew Dick:                    George, what type of physician is ideal for this arrangement? Is there a certain type of specialty like dermatology, or primary care, or does it really run the gamut?

George Scopetta:             I think it really runs the gamut. I mean, everyone asks me this question and says, “Is this for specific doctor types?” And it’s “No.” We offer regular offices, and we offer a typical 10 x 10 examination room. And so, really, with the type of set up we have, it kind of accommodates… there are certain specialties, like super specialty that may need some specialized equipment that they can’t get into the space. But, it pretty much runs the gamut from everybody. So, I think it accommodates… the partner’s a doctor and he’s like, “This type of set up will accommodate pretty much 80% of all doctors out there.” And that’s what we strive for, is to accommodate everyone.

Andrew Dick:                    George, what about mid-level providers? In my world, we work with nurse practitioners and physician’s assistants. Could they rent space as well?

George Scopetta:             Absolutely. I don’t say that it’s just for doctors, I say it’s for healthcare professionals. I think that there are a number of nurse practitioners and other healthcare providers out there, that this space is attractive to. And we’re open for everyone, as long as they’re licensed to practice their craft.

Andrew Dick:                    And George, talk a little bit about add-on services that are available, so if a physician or a mid-level provider wants to lease some space, do they have the option to rent storage space or rent a nurse or a technician? What are the other add-on options?

George Scopetta:             Absolutely, so we have conference rooms in the space, so if you’re practicing telemedicine, we’re set up to actually do that. We have storage space in the space, including lockers… so you can lock up your equipment so you don’t have to lug it around from your house to the office. And we are going to start providing nurse practitioners or MA’s really, for an additional charge, so that doctors if they want the help of an MA for their clinic, they can rent that out for an additional charge as well. And we’re gonna continue adding other services. I think that we have a full McKesson account and so, if doctors want specific supplies and they want to order some specific items to have available when they come, I think that we’re gonna start doing that as well.

Andrew Dick:                    Well, that sounds great. It sounds like, when you set one of these clinics up George, there’s some risk that you’re taking. How do you know that physicians will continue to come back, because it sounds like it’s an arrangement between WeShare and the physician, or the healthcare provider. It’s really on-demand whenever the provider needs it. Is that right? And how do you make sure hat they come back? Is it the quality of the space and the services?

George Scopetta:             I think it’s the quality of space and the service. And that’s what I’m counting on. I think that we offer something that’s not available in the marketplace and not available to them. And so I really think that it’s sticky in the fact that they have the access to the multiple locations. They have the access to the really nice medical space, and the other options in the market, especially in the major metropolitan areas, are really bleak. And so I really think that we offer a tremendous service. And that’s what brings people back. I think what makes us attractive, is that there is no obligation. You don’t have to sign a five year lease. You don’t have to sign a 10 year lease, which nowadays with the changing healthcare system, you never know what’s gonna happen… the doctors don’t know what’s gonna happen, five, 10 years down the line. And to be committed and locked into a liability that long, that’s really tough. And to be locked into a liability in one location- make it or break it, that’s a tough proposition.

George Scopetta:             I think that what we offer them is a unique value. Because of the multiple locations and the high end space, that ‘re gonna come back. And that’s what I’m counting on.

Andrew Dick:                    George, how many locations do you have? Where are they at and what’s the plans for future growth around the country?

George Scopetta:             Absolutely. So, we currently have offices in Mirarmar- San Diego, UTC- La Jolla, Temecula- Antonides, and then we have two under construction right now which should be open by the end of the year in Oceanside and right on Tricity hospital campus, and in La Mesa on the Campus of Grossmont hospital. So we pretty much blanket all the major medical markets here, in San Diego. I think, in the future, we’re in the process of closing our seed round right now, and we’re in talks on expanding into Orange County, LA, San Francisco, and Seattle.

Andrew Dick:                    And George, will these new locations be in buildings you own, or a mixture of buildings you own and other space that you lease from unrelated landlord?

George Scopetta:             I think that the new locations are in spaces that we would negotiate with landlords.

Andrew Dick:                    Well George, this is a very interesting concept. I think it’s one that certainly will gain traction. How can folks learn more about you and your business?

George Scopetta:             Absolutely. They can go to the website at www.WeShareMD.com or they can look me up on Google- there’s a lot on there about me and my business. Or they can go to my real estate site at www.medicuspropertygroup.com if they want to learn more about my real estate business.

Andrew Dick:                    Well George, thanks for joining us today. We wish you and your company, the best in the future. And I want to thank our audience for listening to the podcast on your apple or android device, please subscribe to the podcast and leave feedback for us. We also publish a newsletter called the Healthcare Real Estate Adviser. To be added to the list, please email me at adick@hallrender.com. Thank you and please remember that the views expressed in this podcast are those of the participants only, and do not constitute legal advice.

 

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Health Care Real Estate Data

An interview with Mike Hargrave from Revista about Health Care Real Estate Data: 

In this episode, Andrew Dick interviews Mike Hargrave, Principal with Revista, about health care real estate data.

Podcast Participants

Andrew Dick

Attorney with Hall Render

Mark Hargrave

Principal with Revista

Andrew Dick:                    Hello and welcome to the Health Care Real Estate Advisor Podcast. I’m Andrew Dick and I’m an attorney with Hall Render. Have you ever wanted to look at market rental rate data for MOBs in Charlotte, North Carolina, or construction data for hospitals in Atlanta, Georgia? Well, you’re in luck. A company called Revista offers this information to its subscribers, the resources online and most of the services are offered on demand. Think of a Google maps type search where you can identify medical office buildings around the country in various metro areas. Today we’ll be talking with Mike Hargrave at principal with Revista about big data for healthcare, real estate assets and how he and his partners decided to start the company. Mike, Thanks for joining me.

Mike Hargrave:                 Well thanks for having me, Andrew. I appreciate the opportunity and I’m excited to chat with you here.

Andrew Dick:                    Well Mike, before we talk about Revista let’s talk a little bit about your background and how you ended up where you are today. Where are you from? And once you got out of college, what was your first job?

Mike Hargrave:                 Well, I grew up in Montgomery County, Maryland, in a nice neighborhood there. And I ended up going to college at the University of Maryland where I earned my undergraduate degree. I eventually went on a few years later to earn my Master’s in Business Administration from Loyola College in Maryland. When I graduated from the University of Maryland, I went about the process of looking for a job and I had actually accepted a position with a financial services company at that time. My mother, who was living in Colorado at the time as a recruiter and consultant within the healthcare kind of longterm care sector had called me and was a little frantic one day. She went up to her, her boss who was with her in Colorado and asked if she could move back to Maryland and open up an office.

Mike Hargrave:                 And her boss told her no. So she called me frantically and desperately wanted to move and so we decided to go into business together. Let me go ahead and back up a little bit though. My mother is really the reason that I got into the business of healthcare real estate. She prior to her doing the recruiting and Colorado, she was a registered nurse and she worked as a director of nursing and then a regional director of quality assurance for a company ManorCare Health Services. Many of us may know ManorCare. They just got sold to a ProMedica Health System and did that big real estate transaction with Welltower. But she was working for, for ManorCare traveling all around the country doing quality surveys and regional quality assurance for their nursing homes.

Mike Hargrave:                 She was recruited out of ManorCare and recruited to help start up a new nursing home company a relatively young nursing home company back then called Integrated Health Services, which was based in Hunt Valley, Maryland. She became their corporate director of nursing or quality assurance, I guess they called it and really helped integrate it from a clinical perspective, develop a lot of their programming at the time. This was in the late ’80s, early ’90s. And at that time there was a big movement in the skilled nursing industry to prepare for subacute care. Basically, it was a higher intensive level of care than traditional nursing homes would, would normally give. Basically the nursing homes at that time, were going after increased medicare reimbursement. They did that by renovating their therapy departments and putting in more expansive rehab areas. Companies like Integrated Health Services, specialized in things like ventilator care and ventilator rehab.

Mike Hargrave:                 So she helped develop a lot of those programs and helped take integrated health services public back then. But she ended up leaving and going to start a recruiting business out in Colorado with a company that was an existing company. And then eventually she expressed an interest in coming back to Maryland. That’s when she called me and because the company did not agree to that, she called me. I was just graduating from college, and we devised a plan together to start our own sort of consulting/recruiting business that would specialize in the mostly post acute business. At that time, there wasn’t a ton of assisted living companies out there. I think Sunrise was just getting started. This is 1991 or 1992. And so we spent the next 10 years or so, 11 years doing corporate recruiting and executive level recruiting for companies that were involved in the skilled nursing business as well as the post acute business.

Mike Hargrave:                 And we did some work for of the large behavioral health companies back then and even hospital companies. So that was really a sort of my segue into kind of the healthcare real estate side of things. I had a finance background going into starting the business with my mother and I sort of specialized on the consulting and then recruiting and with the finance side of things. So I became networked with a lot of finance people, CFOs and acquisitions people and lenders and investment people. And so I had a really good background back then in terms of the finance and investment side of the healthcare business and also the real estate side of the business. So when we wound down our recruiting business in 2003, I believe, it was an easy segue for me at that point to kind of get involved in the finance side of the business. So that’s kind of a long winded background I guess through and just after college there Andrew.

Andrew Dick:                    Mike, this is interesting. When your mom calls you about this opportunity, you already had a job offer. Did she have to convince you to come start this new business or was the opportunity it really attractive to one, start your own business but two, to work with your mom?

Mike Hargrave:                 Yes. Good question. Well, my mom was very successful not only when she was working with Integrated and ManorCare before that, but also in the recruiting business, she was doing quite well. And so it was really, I mean I’m just graduating from college and I accepted a more or less entry level job in financial services and I was very interested in that field. Um, I believe I would have done quite well in that field. But it was really a no brainer to help put this venture together with my mother. And it was very quickly successful. We were hitting the ground running and the first really 90 days and we had to start hiring people within the first, I think the first year of operating and we moved to offices and I mean, we quickly became a big name in the industry. And it was really because of my mother at that time, she had a lot of existing relationships and so I was able to dovetail on a lot of those relationships and then eventually establish my own.

Andrew Dick:                    You work with your mother, you build this business for roughly 11 years. And then at some point did you and your mom decide that you both wanted to do something different or how did you end up making the leap from the recruiting business to NIC? And when I say NIC, the National Investment Center, which covers or represents the interest of seniors housing and various longterm care facilities.

Mike Hargrave:                 If everyone recalls in 1997, the Clinton White House and Congress passed the 1997 Balanced Budget Act, which really fundamentally changed medicare reimbursement back then for the skilled nursing companies. Prior to the BBA, medicare was really a cost based reimbursement system, which meant that the nursing homes would figure out all their costs of operating the medicare beds and departments and areas of a skilled nursing facility and then basically submit that for reimbursement as long as they were, were accurate and honest, they would get a check back. The BBA changed that to more or less a per diem based system meaning, so instead of all of your costs going towards being submitted for medicare, medicare would now instead, pay you X number of dollars per day per diagnosis.

Mike Hargrave:                 So if it was a hip replacement and you need to rehabilitation for a hip replacement medicare, depending upon what region you are in, would pay the nursing home X number of dollars per day, for a defined period to care for a resident like that. And it really the net result back then, there’s a lot of different figures. But the net result was for the year following the BBA, the average medicare rate went down by about 25% year over year. So that’s the average daily rate for medicare. And the skilled nursing companies back then were in high growth mode. Most were like the largest ones were publicly traded on the New York Stock Exchange. And they had high equity prices and they had a high levels of debt as well.

Mike Hargrave:                 With the change in reimbursement, the skilled nursing companies quickly found that they were more or less underwater and really headed in a bad direction. Many of the stock prices plugs for most of the companies, several of them went into bankruptcy. And there was generally a lot of distress in a skilled nursing industry really by 2010, 2011. I believe I saw a report back then at about one quarter of the entire industry was in bankruptcy because of the changes in reimbursement. Medicare eventually raised the rates a little bit from there, but the damage was done and the industry was fundamentally changed back then. So a lot of these companies that ended up going bankrupt where our clients. And so we ended up taking a hit ourselves during that period. And in 2002, 2003, my mom decided to retire and we decided just generally just to wine the business down. And that’s where I found the opportunity with NIC.

Andrew Dick:                    So you move over to NIC and that seems to be a good fit based on the connections that you’ve made working with your mom and the longterm care industry. And so what did you do for NIC?

Mike Hargrave:                 Well, I joined NIC in 2004 and I joined them to lead a new division that they were starting, a new product. They were starting called NIC Map, which was at that time, a database of skilled nursing and a long term care and assisted living and retirement community properties that we were covering, I believe at that time, the top 25 metro areas. And really I was familiar with NIC before that and had been in touch with them. So it was really, along with my contacts. It was an easy transition. I really understood and bought into the mission of NIC. NIC is a not for profit 501C3, and really their mission is they have this, sort of, or had back then this theory that, and really it wasn’t a theory, it was actual fact that does the skilled nursing and assisted living industry and retirement community industry was largely a cottage industry.

Mike Hargrave:                 There wasn’t a lot of ton of, institutional investment capital that went into the business. And so NIC had this mission of really propping up the industry and promoting its merits. And the way that they saw that, that would happen is through regular reports on the sector. And eventually that merged into this database called NIC Map which I was brought on to lead and grow. Uh, so I joined them in 2004 and worked there until, I believe 2013.

Andrew Dick:                    Okay. So NIC Map is somewhat similar to what you’ve created it Revista isn’t that right? Where you could look at data, for example, for a skilled facility, whether it be number of beds, who the owner is, transaction prices, et cetera.

Mike Hargrave:                 Right. So NIC Map was always envisioned as being a regular database of all the senior housing properties located in basically most of the major metro areas of the United States. They tracked skilled nursing, assisted living, independent living retirement communities like CCRCs. They had all kinds of different cuts on data. After about a year or two, they started tracking construction then they were tracking rents and occupancies really from the beginning. They started tracking construction a few years after they started and then they transitioned into sales transactions through a relationship that NIC had established with real capital analytics which is still in place today, I believe. So it was very much like a typical real estate data service that you might see in commercial real estate, except it was specialized and cut for kind of the seniors housing and care industry.

Mike Hargrave:                 And during my time there, it grew from 25 initial markets to eventually a 100 markets. And I believe there are up to well over a 100, I think 50 markets now. I haven’t checked it recently but it’s a growing data service. The users of that data, they sold it through annual subscriptions. The users of the data are typical users that you see in many real estate data services. They’re appraisers and the lenders and investors and owners. Even the occupiers like the operators use the NIC Map data a lot as well. So it’s a growing data service and it’s pretty similar to or at least somewhat similar to what we’re doing at Revista with a different product focus.

Andrew Dick:                    So Mike lets talk about you work for NIC for eight plus years and then at some point you decide with some other colleagues at NIC to start Revista. How did you come up with the idea and really what prompted you to start this new venture?

Mike Hargrave:                 Sure. Well NIC, so when we worked at NIC and even from my time before, we had lots of relationships with lots of different healthcare, real estate investors or different types of debt and equity providers to the sector. So the four of us that started Revista, each of us left NIC individually and not at the same time. So my partner, Elisa Freeman, who runs our event and all of our marketing left NIC I believe first. And then followed Hilda Martin. My other partner left maybe a year or two later or something like that. And then I left after Hilda and then Jim Leavy, who is our fourth partner, he left just after me. There was a fair amount of turnover in general at that time at NIC but we all left for various different reasons and we still are all to this day on good terms with everybody back at NIC.

Mike Hargrave:                 We got together really in, I believe it was early, or the summer of 2013. This was just after I had left NIC. We got together and had some meetings and discussed the fact that we had thought that there might be an opportunity to start a data service that would specialize more or less in healthcare real estate. So in medical office buildings and hospital real estate and other types of healthcare real estate that kind of, not necessarily what NIC tracks, but stuff that investors that have holdings in that space would be interested in tracking. So we touched base at that time with a few investors that we knew from my experience in the past and our experience in the past and we set up conversations, set up meetings, kind of spent about six to eight months doing due diligence all across the country in terms of we went around these companies and we said, “Hey we’re thinking of starting a data service that would track healthcare real estate. If we were to do that how would you want it to look??

Mike Hargrave:                 So, that’s where we learned things like that a lot of the companies in the sector currently were expressing to us that really there wasn’t a resource like NIC that really covered kind of healthcare real estate. That a lot of the firms use some existing real estate databases but we’re expressing that these databases specialized more or less in commercial real estate and they didn’t really have a focus at all and had not great coverage of healthcare real estate.

Mike Hargrave:                 So a good example is most commercial real estate databases, their filters are suburban office and core business district. And within healthcare real estate, what drives value is not core verse of course businesses, directors or suburban locations. It’s really how close to the hospital campus it is, how affiliated with the hospital it is. What types of tenants are in the building. Those things really drive value in healthcare real estate. And you really couldn’t pry that out from any of the commercial real estate databases. So the bottom line on that is, during our travels in, during our conversations, we found that in fact that there was a thirst for this type of information. That there was that company’s very much, if we would have listened, if we had listened to them and developed a database using filters that they recommended to us, that there was in fact a lot of opportunity to create something of value in the sector.

Mike Hargrave:                 So we also asked about the conference side at that time. And we found that there were a number and are still to this day, a number of smaller events. I think some of the news publications put on conferences throughout the sector. But there was really not a premiere kind of investment focus conference, similar would NIC had back in the senior housing and care industry. So with that we spent about six months kind of doing due diligence and we collectively decided at that time that we would make a go at it. So we put together a plan to make that happen and that’s where it all started.

Andrew Dick:                    So Mike it sounds like Revista really compliments the NIC Map data in that it covers other asset types that NIC probably isn’t tracking. Like you said, for example, the medical office buildings or on campus versus off campus, pure hospital, general acute care hospitals, Ltax or rehab hospitals. Is that right?

Mike Hargrave:                 Right. Our core property type that we track is the traditional or even newer version of medical office buildings or outpatient buildings. That’s the predominant part of our database. But we also track the hospital real estate. We also track, some post acute real estate, we track acute rehab, long term acute care hospitals. We’re going to be making a push into the behavioral hospitals sector. We currently track transactions there. There’s a lot of activity in that sector and it’s just a matter of time before we have a good existing inventory of all the behavioral health hospitals in our associated real estate in our database. So, that’s the area that we focused on. It doesn’t bump them into either skilled nursing or assisted living or any of those types. We may in the future examine those. But at this point we have no concrete plans to really diverge from the property types that we’re in right now.

Andrew Dick:                    So Mike talk about how, I mean there had to be a huge undertaking to build this database. Where do you get the data from and how do you put it all together?

Mike Hargrave:                 Well it’s a tremendous effort to build a real estate, an existing real estate database. And it’s quite expensive. So we spent almost a year of building a database. We were lucky enough in our initial travels to these large companies that several large companies agreed to sponsor us financially starting in 2014. So we had some monies to help pay for the development of the database in the research. But it wasn’t easy. It wasn’t like starting a database of residential housing where you can just go download all the assessment information on residential housing and bam, you’ve got an existing database and you can just go at it. I mean the assessor officers do a good job telling you whether it’s a single family home or a multifamily resonance, number of units, square footage, all that kind of stuff. But when it comes to healthcare, real estate, it’s completely different.

Mike Hargrave:                 There’s very little information in the public records that signifies that a building would be medical or even a lot of the hospital campuses, you can imagine the hospital they’re not for profit. And so that the local assessors looking at these monstrosities of buildings on these hospital campuses don’t always have a high level of interest in measuring what they look like or measuring the square footage or even when they were built. I mean, there might be 30 different buildings on an average hospital campus.

Mike Hargrave:                 And the hospitals themselves have historically done from a real estate perspective, not a very good job of parceling out the different buildings that are on their campus. So there, you could have the main hospital building and you could have maybe five medical office buildings, that are either attached or not even attached to the hospital, but are on campus. And yet they all have the same parcel. They all have the same address. And it’s very difficult a lot of times to really figure it out. What buildings are what with the hospitals and the systems. And so we spent literally an entire year just building our database of medical buildings. And it was very difficult. And it took a lot of effort. We leveraged several existing databases of health care practice locations. We scoured bond filings. We leveraged the hospital location lists like that via their website or even via newsletters and things like that.

Mike Hargrave:                 So that whole process took us about a year and that was really just to identify all of the medical buildings, whether they’re medical office buildings and are on campus. Are they affiliated with the local hospital or not? Just identifying and developing a directory of those buildings all throughout the United States took just about a year. And when we were done doing that, what we had is we had an existing database of about 37,000 medical office buildings. And these are buildings that, we qualified each of those buildings as a medical office building. And what that meant was we determined that the building was either purpose built or converted into for medical use. That the vast majority of the tenants in the building, if not even all of the tenants were healthcare practices involved in specific types of healthcare delivery?

Mike Hargrave:                 So as a for instance if it’s a health insurance company that has their regional headquarters in a building. That to us that’s not a medical office building. If it’s a counseling center that’s not a medical office building. A lot of school based clinics are in office buildings. And those aren’t medical office buildings. Typical medical office buildings that we track would have,, primary care or cardiology, the typical physician type practices that you’ll find in what most of us consider to be a medical office building. And so that was sort of the result of that first year of building a database of these 37,000. And there were almost 20,000 other types of buildings that we cataloged in our database as well at that time. So it was a big, it was a huge effort, it took a lot of resources and we were very lucky that we did get support in the very beginning. And we really owe a debt of gratitude to these initial sponsor partners that really helped us through that period.

Andrew Dick:                    So Mike when you sent me a couple of reports and it was really interesting to look at all of the data that’s available through your database. For example, you sent me a property view for a specific medical office building in Seattle and you could look at who owns the building. Look at what the most recent sale transaction when that occurred. There was a list of comparable buildings in that particular area along with rental rate data. And I’ll tell you the amount of information in the report was impressive. And so I’m guessing that appraisers and investors they want access to this information. Because it’s been my experience over the years when I hire an appraiser to come up with rent comps or to confirm a sale price for a medical office building, that data is hard to come by. It seems to be closely held and if your bank hires an appraiser that doesn’t do a lot of work in this area, you can be at a real disadvantage. And so I’m guessing, Mike, that appraisers and lenders and brokers all want this information because it seems to be closely held. Is that right?

Mike Hargrave:                 That’s exactly right. And we’ve actually, it’s interesting Andrew, but we’ve had conversations with some banks that use our data and they’ve expressed that exact sentiment that they had wished that all of the appraisals they got in or all of the due diligence they got in, that those firms just use our data because we have a really quick and easy access to rental rate comp information sales transaction comp information and other pertinent information that really zeroed in on the types of real estate that they’re looking at. And so it’s that’s why we started the databases ’cause we felt that there was really a void of this type of information. Or if it was out there, it was very clunky to go get, you had to leverage either different data sources or you had to piece together information from a data source that you already used.

Mike Hargrave:                 And it was maybe you were relying on broker reports in an area, things like that. And so the database that we have is really meant to provide an easier way to access that type of information and it’s custom made for healthcare real estate. And that’s really what our goal was from the very beginning.

Andrew Dick:                    So from what you’ve sent me, it looks like you have the ability to look at specific properties. You also can pull market view or metro reports that show different trends and comps within a certain metropolitan area. For example, Charlotte, North Carolina. And then you also sent me some information about construction reports. Now what’s involved in a construction report? Are we looking at construction costs trends, number of new construction projects within certain areas, or all of the above?

Mike Hargrave:                 Really all of the above. So in addition to our existing database, we started in 2015 tracking construction as well as transactions. It was our opinion back then that, there wasn’t really a good existing construction database out there. I know a lot of, I know the dodge data is out there. But we started tracking construction, the types of information we tracked. We didn’t approach it from competing with it with the dodge which specializes in getting as much information on a project as they can. So as early as they can so that the trades people can help bid on projects. Our approach and tracking construction has really measured up at the market level and let our subscribers know how much is under construction and what that translates to in terms of inventory growth over the next 12 months.

Mike Hargrave:                 And is it leased up or is it not leased up and what are the rental rates on these projects, and who are the active developers. We really approach it from more of a market risk type tool development thing. So that’s kind of how it will look at construction in a market. But we do track both medical office as well as hospital construction.

Andrew Dick:                    So Mike if someone wants to get more information about the day that that’s available, what do the subscription models look like?

Mike Hargrave:                 So we sell our data on an annual basis. So a company comes in and they say to us, we’re interested in looking at your data service. We want to buy a license to it. We would sell them a license and they get a certain number of users and that would enable those users to log into our data service and begin using it so they can run reports. All the data in the data service, it’s a interactive meaning you can pull up a report and click through to different properties or click through to different areas or even click through to other reports. You can filter the data as you want. Our database underlying databases is continually updated with things like rents, vacancy rates, sales transactions, construction information, any changes in ownership, we catalog immediately.

Mike Hargrave:                 So our users can pull this information up through a property view report and as long as they have username and password access they can do that at any time, even at midnight in one night. So that’s kind of how are our access works.

Andrew Dick:                    And if someone wants a trial subscription, that’s an option as well. Correct?

Mike Hargrave:                 Yeah. So we do have if people go to our website revistamed.com and they register in the upper right hand corner, there’s a link to sign in/register. If they do that, their email will be in our system and they’ll have an email and a password and they can search our property database. They generally can’t download reports other than just a few property reports. But you’ll at least get a taste for the types of information and types of data that we have in the system. And then if you’re interested from there, you just give us a call or send us an email and we can set up a demo or have further discussions and sample reports and then quote pricing as well.

Andrew Dick:                    Great. And I’ll tell you, I was really impressed Mike with the data you sent to me. I mean just the volume of data. I think some of my clients could use it when they’re trying to set rental rates with physicians. And an on campus MOB for example this data would be really valuable. As we wrap up here, I want to make sure we spend just a minute or two talking about your conference. You mentioned it earlier, but Revista has an annual conference. This year it looks like it’s in February in San Diego. Mike, talk just a little bit about that and what someone can expect if they attend the conference.

Mike Hargrave:                 Sure. So our conference, again, my partner, Lisa Freeman she worked at NIC for a number of years before even I got to NIC and she really developed a NIC’s conference into what it really has become, which is kind of the industry’s premier finance and an investment conference for the seniors housing industry. So we have more or less a similar type of vision for healthcare real estate. It was our supposition that there really wasn’t a conference that was squarely focused on finance and investment within healthcare real estate. And so that’s what we’ve aimed to produce. It’s an annual conference. So we’ve held these since 2015 and they’ve grown significantly each year since we’ve had the inaugural event. So last year the conference was in Miami, Florida. This year it’ll be in San Diego, it’s the first week of February and it’s going to be held at the brand new Intercontinental Hotel in downtown San Diego, right near the water.

Mike Hargrave:                 The hotel just opened in August. So it’s San Diego newest luxury business kind of hotel that’s in the city. So we’re very excited to be there. It’s going to be warm weather. There’ll be a golf tournament the first day, networking sessions and then we start our general sessions the afternoon of the first day and then programming continues the for the next day. So there’s great educational sessions. The sessions are a little different than you’ll find at some of the normal healthcare real estate events. They tend to focus on real estate. They tend to focus on finance. We focus on construction and we try to fold in different data sources and different information factual, statistical information that can help fuel some of the discussions that happened at these sessions.

Mike Hargrave:                 You also have, because it is a finance oriented conference, you have a growing part of the audience that is interested in attending for the deal making side of things. And so there are a lot of all of the suites are reserved and different you know, the hospitality rooms are all reserved. And there’s a lot of different investment meetings, a lot of different deal making meetings that happened during the conference. And that’s where a lot of the audience or a lot of the participants end up. And it’s been told that you have to fill your dance card quickly at our conference. And so for those that are thinking of attending, the suggestion is to look at our attendee list or you can access it after you register online and start making your meetings sooner rather than later and then you’ll have a nice successful conference.

Andrew Dick:                    Great. Thanks Mike. So looking forward, where do you see Revista in five years from now?

Mike Hargrave:                 So five years from now we have a lot of, to be honest with Andrew, we have a lot of growth straight ahead of us in this sector. It was a little surprising to us quite frankly, that the sector didn’t have a premier kind of investment conference. It was a little bit surprising to us that the sector didn’t have a dedicated focus data service. So we’re still growing our data service. We’re still growing our conference. We see just a ton of growth ahead just there. As we grow over the next few years, we may start to look at folding in some other fringe types of property types. I mentioned earlier behavioral health hospitals were now that there’s a decidedly a lot of activity in that sector, both construction wise as well as transaction wise, we are going to start tracking that.

Mike Hargrave:                 We might build out our coverage of acute rehab as well as Altax. We do track transactions on those property types now. We may move into some of the more post acute settings that are out there as well. But we’ll always stay close to kind of where we’re at right now. It’s a very large sector. I mean, when you total up the hospital as well as medical office sector, I mean, you’re talking about a real estate sector that has about a trillion dollars in current value. And so it’s a very large sector and there’s just a ton of information that we can mine even into the future that helps really prop up the real estate value of these properties and really helps create a good transparency and good information on these properties moving forward. So the bottom line is we have a lot of growth ahead of us, just where we are. We may dip our toes into a related sectors but by and large, we’re going to be focusing on what we have just in front of us here.

Andrew Dick:                    Great. So Mike, how can our listeners contact you if they have questions about your data service?

Mike Hargrave:                 Well, they can send me an email. My email address is mike@revistamed.com. Our website is www.revistamed.com. And we’re located in a Arnold, Maryland. And our phone number is 4439498794.

Andrew Dick:                    Great. Well, Mike, thanks so much for joining us today. This was a great discussion and I’ve certainly learned a few things. I want to thank our audience for listening to this podcast. On your Apple or android device. Please subscribe to our podcast and leave us feedback. We also publish a newsletter called the Healthcare Real Estate Adviser. To be added to that list, please contact me at adick@hallrender.com and remember the views expressed in this podcast are those of the participants only. And we thank you for your time and thank you for listening.

 

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Illinois Property Tax Exemptions

An interview with Mark Deaton and L.J. Fallon – Illinois Property Tax Exemptions: 

In this episode, Joel Swider interviews Mark Deaton, General Counsel for the Illinois Hospital Association, and L.J. Fallon, General Counsel for the Carle Foundation, about a recent decision impacting hospital-based property tax exemptions. 

Podcast Participants

Joel Swider

Attorney with Hall Render

L.J. Fallon

General Counsel for the Carle Foundation

Mark Deaton

General Counsel for the Illinois Hospital Association

Joel Swider:                        Well hello, and welcome to the Health Care Real Estate Advisor Podcast. I’m Joel Swider, and I’m an attorney with Hall Render. Please remember that the views expressed on this podcast are those of the participants only, and they do not constitute legal advice. Today we’ll be talking about the recent Illinois Supreme Court decision in Oswald v. Hamer and its impact on property tax exemption for Illinois Hospitals. I’m joined today by LJ Fallon, Executive Vice President and Chief Legal and Human Resources Officer at the Carle Foundation Health System, and Mark Deaton, Senior Vice President and General Counsel at the Illinois Health and Hospital Association. LJ and Mark, thanks for joining me.

LJ Fallon:                             You’re welcome.

Mark Deaton:                    Very welcome.

Joel Swider:                        So, Mark, let’s start with you. Could you give us some background, fill us in on what’s been going on over the past six or seven years with respect to property tax exemptions for Illinois hospitals, leading up to Oswald, which we’ll focus on in just a minute?

Mark Deaton:                    Sure. Well, six years ago, what I will call the New Statute, section 15-86 of the Property Tax Code, became law in Illinois. That New Statute was the subject of the Oswald case that you mentioned. Six years ago, our Department of Revenue started applying the New Statute immediately, and granting hospitals property tax exemptions under that new law. But the law was also immediately challenged in court that very year, and in one of those cases, the Carle case, that I think we’ll talk about a little bit more, the appellate court declared the New Statute unconstitutional in January 2016. So, at that time, our Department of Revenue stopped processing applications under the New Statute. But that ended up being about a one year hiatus, because in December of ’16, a different appellate court appealed the New Statute in the Oswald case, and DoR started applying the law again. The unfavorable Carle appellate court decision was eventually vacated, and I think that pretty much brings us up to the present, when our Supreme Court appealed the statute last month.

Joel Swider:                       Mm-hmm (affirmative). Well, and could you give us, before we proceed further into these two cases, the Carle case and the Oswald case, give us an idea of the distinctions between the two statutes that are at play here? There’s Section 15-65 of the Illinois Property Tax Code, which is kind of the general charitable statute, and has been around for a while, and then 15-86 which is the one you just mentioned, which applies only to hospitals and has a balancing test component to it?

Mark Deaton:                    Sure. You put your finger on one distinction between what I’ll call the old law and the new law. The old law applied, generally, to all charitable organizations. So not just organizations but things like YMCAs or Scout camps or museums, et cetera. The new statute applies expressly to hospitals and health systems. The old law was really rather murky and fuzzy, not quantitative, whereas the new law, designed for hospitals, is very specific, mathematical. It measures the value of healthcare services that are delivered to the poor and underserved, and then it compares that number to the value of property tax exemption.

Mark Deaton:                    One huge problem under the old statute is that the language was very close to the constitutional test, which still applies. The Constitution requires that property be used exclusively for charitable purposes, and the old statute required that the property be owned by an institution of public charity. So, very similar language, and it led to a lot of confusion. I think the primary distinction is the new law applies only to hospitals and health systems, and it is a very quantitative, mathematical test.

Joel Swider:                       Okay. And, of course, there’s a Constitutional Directive here too, that I think overlays both of these statutes. And maybe we’ll get into that as we talk about these cases. LJ, switching gears, the Carle Foundation Health System has been involved in its own property tax exemption battle, which started before Oswald, endures past Oswald, and continues to the present day. Could you give us some background on Carle’s tax exemption challenge from the City of Urbana, Cunningham township, and what’s been going on? How much is at stake here?

LJ Fallon:                            Sure. So, this all generated in the late 20th century, 1999, early 2000. The for-profit Carle Clinic Association and the not-for-profit Carle Foundation entertained the idea of integrating, or merging. And what that would do for the local properties is, because Carle Clinic was for-profit it was paying property taxes on the properties that it inhabited. So there were concerns from the local entities, taxing bodies, that should there be an integration, that that tax revenue would go away.

LJ Fallon:                            So, the local taxing bodies were on alert. That being the case, the integration did not go forward at that time. The taxing bodies were still concerned, and that generated some discussions, and some actions, by those taxing bodies with Carle, and resulted, in 2002, in a settlement agreement that Carle reached with the City of Urbana, Cunningham Township, the park and school district, whereby Carle made some payments. Not strictly a payment in lieu of taxes, but made some payments over a five-year period. In return, those signatories to that agreement agreed that they would not challenge Carle’s property tax exemption going forward.

LJ Fallon:                            Roll forward, if you will, to 2004, and the Cunningham Township Assessor put specific properties of Carle’s, the Carle Foundation tax-exempt properties, on the tax rolls. Carle appealed that to the Board of Review. The Board of Review didn’t grant those exemptions. The matter ultimately went to the Illinois Department of Revenue who also found, by 2007, so there was some passage of time with the proceedings before the local Board of Review and the Illinois Department of Revenue. In 2007 the Illinois Department of Revenue for the four parcels at issue did deny the exemption request, stating that the properties were not in exclusive charitable ownerships, or charitable use. So, that, then, caused Carle to move forward, both with an administrative claim before the Illinois Department of Revenue, and its litigation in the circuit court regarding the, what Carle characterizes as the unauthorized action by the Cunningham Township Assessor to put those properties on the tax rolls. And a number of issues have been generated since then.

Joel Swider:                       First, I guess, give us an idea, I mean, it’s millions of dollars we’re talking about, right? I forget the number.

LJ Fallon:                            It is, yep. Yep, it’s $20.8 million now. During the course of the litigation, Carle did settle the matter with Urbana School District and Urbana Park District for approximately $7 million. So, there is some reduction in the amount that Carle could recover. So, the amount at issue is $20.8 million, but what Carle seeks to recover, after taking into account the settlement, is about $8 million.

Joel Swider:                       Okay. And part of the argument, as you were mentioning, is that, essentially, the Cunningham Township Assessor failed to enforce, or at least failed to properly enforce, the law as it existed at that time and as it now, still, exists. Is that right?

LJ Fallon:                            That’s right. That is our position. We did have a motion for summary judgment on that particular issue at the circuit court level, that was just ruled on in the last month and a half, and the judge at the circuit court level did not grant our motion for summary judgment on that issue, and believed that the assessor did have the authority to put those properties on the tax roll. So, that issue will be part of what is litigated in the trial that is currently scheduled for January 2nd of 2019. We disagree with the judge’s ruling on that motion for summary judgment and we believe the issue can either be appealed after trial, or can be the subject of a post-trial motion.

Joel Swider:                       Okay. Got it. So, one of the things, I think, that ties these two together is the fact that in 2016, as the case was winding its way through the courts, the appellate court said that section 15-86, which is that hospital exemption statute Mark was mentioning, could apply to Carle’s case, even though the tax years in question predated passage of that legislation. And, of course, we have this issue that has been raised in Oswald and, I think, now is going to come into play as Carle’s case was remanded, which is the constitutionality of 15-86.

Joel Swider:                       I guess, maybe, Mark’s … Could you tell us a little bit about what was the basis … And this is now, I would say, more to do with these earlier decisions, but what was the basis for holding Section 15-86 unconstitutional?

Mark Deaton:                    Sure. In some ways, it was very simple. As we’ve already mentioned a couple of times, there is a constitutional test for property tax exemption, and that cannot be waived or superseded by the legislature. So, the new statute says, essentially, if a hospital satisfies this new statutory test, the Director of Revenue shall grant an exemption to the hospital. So, the plaintiff’s argument in Oswald, and in Carle, I think, was that that statutory language, saying, “Shall,” was directing the Department of Revenue to grant an exemption without regard to whether the hospital satisfied the constitutional test. That the statute, the legislature, was somehow ordering the Department of Revenue to ignore the fact that there was a constitutional test.

Mark Deaton:                    So, the Illinois Supreme Court, in the Oswald case, last month, said, no, that was not at all the legislative intent. That it was clear from the preamble to the legislation that the general assembly understood that there was a constitutional test, and that statutes in Illinois do not have to expressly reference related constitutional provisions. A statute never has to say, “By the way, make sure you follow the constitution.” That that is taken as read.

Mark Deaton:                    So, boiled down to its essence, that was really the dispute in the Oswald case, and the Supreme Court resolved that by saying that both the statutory test and the constitutional test have to be satisfied by a hospital.

Joel Swider:                       Mm-hmm (affirmative). And, I guess, Mark, sticking with you for a minute, because I want to return to Carle and how this is going to impact that case going forward, but as part of the Oswald case, I mean, that was a facial challenge, right? Saying that there is really no set of facts under which a hospital could meet both the constitutional standard of charitability and exclusive use for charitable purposes, and could also meet this balancing test, because, as you mentioned, it was silent as to the charitable question. I guess, does that mean that hospitals just need to meet the balancing test? Or does that mean no, we need the Department of Revenue to continue to look at charitability, and maybe there’s even more of an emphasis now, after this case. What are your thoughts?

Mark Deaton:                    It’s always been our position, as the Supreme Court ruled, that hospitals have to satisfy both the constitutional requirement and the statutory requirement created by our, quote, new statute. The constitutional language says that exempt property must be used exclusively for charitable purposes. That’s the constitutional test. We refer to it as the, quote, use test. I think the big question on the horizon is exactly what does the hospital have to demonstrate, prove, or evidence, to satisfy the use test? Used exclusively for charitable purposes? That question was not answered in the famous [Purlina 00:14:14] decision back in 2010.

Joel Swider:                       Sure.

Mark Deaton:                    That court did not come to a decision on what that meant. Our position is that it’s a relatively simple, non-quantitative test, that if you’re using your property exclusively for providing healthcare for all who need and apply, that’s a charitable purpose. But I think that will be the next battleground for those who oppose hospital property tax exemption.

Joel Swider:                       I guess, switching back, then, to LJ, I mean, now we see, okay, the statute is constitutional, as Mark mentioned. The court talks about this. Well, you’ve still got to meet the charitable test. That was always part of it. In fact, that’s a key component of the argument. But how is this going to impact Carle’s exemption claims? They’re going to be governed by 15-86 as per that earlier decision. And Carle’s case has been remanded. Is that, and maybe this is a procedural question, is it still going to be adjudicated under 15-86, or is there some chance that the court would say, “You know, we take that back”? I assume that’s been settled at this point.

LJ Fallon:                            Right. So, we had claims in our case, both under 15-65, so the broader charity exemption, property tax exemption that Mark referenced, and then also under 15-86. So, after the Oswald decision, in the last couple of weeks filed a motion to dismiss our 15-65 claims. It’s our position that 15-86 and the Oswald opinion apply in the Carle case, and that, again, as Mark referenced, that the constitutional test, as articulated in the Oswald opinion, is … And we’re taking the position that the exempt property must be used to benefit an indefinite number of people by promoting their general welfare or lessening the burdens of government. So, it isn’t a quantitative standard, and it is one that we believe Carle meets, not only the use test, but also the ownership test as well. So, that will, obviously, be the subject of the trial, and that will proceed at the beginning of 2019.

Joel Swider:                       Okay. And, I guess, last question, then, LJ. I think the Oswald case was fairly limited, in the respect that it was a facial challenge. No set of circumstances, it was really kind of examined in a vacuum. Is there any chance, and obviously this is pure speculation, so we won’t hold you to it, but is there any chance that the court would say, “Well, you know what? As applied, here,” or maybe in Carle’s case or others, “As applied here, we don’t think it’s constitutional, because of …” For whatever reason. I mean, do you think that? Or do you think 15-86 is pretty well settled law at this point? Any thought given to that as you’re going forward?

LJ Fallon:                            I wouldn’t hazard a guess, because I will admit that some of the rulings that we’ve seen at the circuit court level, as well as, even, the appellate and Supreme Court level in the Carle case, have not necessarily followed the logic that we thought they might. So, is there a possibility that Judge Rosenbaum, who’s newly assigned to this case, would find that 15-86 doesn’t apply to the Carle situation? I suppose that’s always a possibility. We hope that that won’t happen, and that’s why we dismissed the 15-65 claims that we had as alternative claims in our lawsuit, so that the argument really would be focused on 15-86.

LJ Fallon:                            So, of course the judge could make that determination. We, of course, would appeal that. We believe that the Oswald opinion is solid, and, again, the question of exclusive use is something, again, that we believe is pretty clearly articulated in the Oswald opinion. The defendants in the case, as you would imagine, do not believe that to be the case.

Joel Swider:                       Interesting. All right. Well, this is certainly going to be one to watch, and, of course, good luck, LJ, with it. Because I think not only in Illinois, but I think other states are looking closely at this, and obviously we represent a number of hospitals in the Midwest and throughout the country that I think are … Their ears are perked up to see how this comes out. And these debates have been raging, as you know, in other states. So, we’ll be continuing to monitor that. LJ, I really appreciate, LJ and Mark, both of your time today. So, thanks a lot for joining us. I appreciate it.

LJ Fallon:                            You’re very welcome.

Mark Deaton:                    You’re very welcome. Thank you.

Joel Swider:                       Thanks, and I’ll remind our listeners for more Health Care Real Estate Content, please subscribe to our podcast. And if you’d like to be added to our monthly Health Care Real Estate Advisor newsletter, feel free to send me an email. Jswider@hallrender.com, J-S-W-I-D-E-R at Hall Render dot com.

 

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