How much ramp do I credit when the seller blames DON turnover?

Building a list and this one keeps coming back to me. 32 licensed AL units, single story, 2004 build, asking $4.6M, so $144k a door. T-12 revenue $1.9M against T-12 expenses of $1.72M, so trailing NOI is about $180k which is a 3.9 cap on ask. Seller's pro forma runs 90 percent census and $2.55M revenue, calls it $640k NOI, and prices off that.

Census history they gave me: 88 percent, then 79, then 71 over three annual periods. Their explanation is that the director of nursing left, two hospital discharge planners stopped referring, and the interim administrator didn't market. Payor mix is 23 private pay at $4,900 average and 9 on the state waiver at roughly $2,400, and the waiver residents are all in the units with the best window line.

Three things I can't resolve. First, is there any lender who will size off anything other than trailing, given the census slope is down and not flat? I assume HUD 232 wants trailing plus stabilized occupancy history and I'd be waiting years. Second, change of ownership on the license in this state looks like a 60 to 120 day approval, and I don't want a deposit hard while a state agency decides whether my operator is acceptable. What does a workable licensure contingency look like and does anyone actually get one? Third, if I believe the referral story, the fix is a new DON and a marketing hire, which is maybe $220k a year of added expense against maybe six units of census over eighteen months. That's $350k of incremental revenue at private pay rates, so it pencils, and it pencils only if the census decline was management and not a new 90-unit community eight minutes away that I haven't found yet.

How do people underwrite the difference between a broken operator and a broken market when the seller's story conveniently blames the operator they already fired?