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How to Buy an Assisted Living Facility

ASSISTED LIVINGDUE DILIGENCEFINANCING

When you buy an assisted living facility, you are buying a building, an operating business and the legal right to run it, and the third piece usually controls the calendar, because the license belongs to the operator. Real estate can close in thirty days and the business can change hands the same afternoon, but until the state approves you as the licensee, you may not be allowed to admit a resident, bill Medicaid or run the staff schedule.

Most states require either a new license or an approved change of ownership before a buyer takes control, and the state reviews you much as it would any new operator: background checks, financial capacity and an administrator who meets its qualifications. Arizona draws one of the firmest lines, barring a new owner from operating until the Department of Health Services issues a license in the buyer's name. Tie your closing date to license approval in the purchase agreement, because a fixed calendar date with no license contingency can leave you owning a building you cannot legally operate.

Medicaid waiver payments do not transfer on their own either, so if residents pay through a waiver program, the provider agreement may need to be reissued in your name, and payments can stop for weeks while the state processes it. Call the state Medicaid agency before you sign and ask how long that takes.

State inspection reports are public in most states, and they are the fastest way to see what you are inheriting, so read at least three years of them before you sign. Medication errors, staffing shortfalls and unreported falls that show up survey after survey are a compliance problem you will own after closing, and the next inspector will not care that the citations started under someone else. When a seller calls a repeat citation a paperwork issue, the report usually says otherwise.

The seller's profit and loss statement is a summary, and you need what sits underneath it: twelve months of census by month, payer mix split between private pay and Medicaid waiver, a resident roster with move-in dates and care levels, and actual payroll records. Labor is the largest expense in assisted living, and owners who work shifts themselves, lean on unpaid family or serve as their own administrator make the margin look far healthier than it will be once you hire people to do those jobs, so price every position you will actually pay for.

Staff files matter as much as the books, because caregivers missing required training or background checks become your citation at the first inspection, so audit the files before closing. In a home with six or ten beds, one long-tenured caregiver may know every resident's routine and every family's phone number, and if she leaves in the first month, families start asking questions and some residents move out, so find out before closing who plans to stay.

Most small facilities are financed through the SBA, where a 7(a) loan can cover real estate, the business and working capital in a single note, and SBA's current rules require at least 10 percent of your own money on an acquisition. A 504 loan carries a long-term fixed rate on the real estate, but assisted living counts as a special-purpose property, so plan on 15 percent down instead of 10, and buyers often pair the two programs. How the price splits between real estate and business value affects both loans, because goodwill is harder to finance than a building and lenders look closely at how much of your price it represents.

First deals usually break on working capital rather than price, because waiver payments lag, a few residents move out after any ownership change, and new owners often have to raise wages the seller was holding down, all in the same first quarter. Hold three to six months of operating expenses in reserve, separate from your down payment.

Start with a phone call to the state licensing agency, and ask what a change of ownership requires and how long approval takes, then pull three years of survey reports. Request the census, payer mix, roster and payroll, and rebuild the numbers yourself before you talk to an SBA lender with senior housing experience, so the conversation starts from your figures instead of the seller's.

Buyers who walk into that first lender meeting with their own numbers usually have a better conversation and fewer surprises than buyers who walk in with the seller's. I help first-time assisted living buyers review the seller's financials, build projections and put together the business plan and SBA package a lender expects to see. If you are looking at a facility, send what you have to amer@awadcapitaladvisors.com, and I can help you figure out whether the deal works before you make an offer.

Send me a deal and I'll tell you what it needs.

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