0001193125-19-055537.txt : 20190228 0001193125-19-055537.hdr.sgml : 20190228 20190228071533 ACCESSION NUMBER: 0001193125-19-055537 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190228 DATE AS OF CHANGE: 20190228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL SENIOR LIVING CORP CENTRAL INDEX KEY: 0001043000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 752678809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 19640403 BUSINESS ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 14160 DALLAS PARKWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75254 8-K 1 d714158d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 28, 2019

 

 

Capital Senior Living Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

1-13445   75-2678809
(Commission File Number)   (IRS Employer Identification No.)

14160 Dallas Parkway

Suite 300

 
Dallas, Texas   75254
(Address of principal executive offices)   (Zip Code)

(972) 770-5600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On February 28, 2019, Capital Senior Living Corporation (the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2018, by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1.

The information being furnished under Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

In the press release, the Company’s management utilizes Adjusted EBITDAR as a financial valuation measure and Adjusted Net Income (Loss) and Adjusted CFFO as financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with the Company’s results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. Adjusted EBITDAR is a valuation measure commonly used by the Company’s management, research analysts and investors to value companies in the senior living industry. Because Adjusted EBITDAR excludes interest expense and rent expense, it allows the Company’s management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements. The Company believes that Adjusted Net Income (Loss) and Adjusted CFFO are useful as performance measures in identifying trends in day-to-day operations because they exclude the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of the Company’s primary business. Adjusted Net Income (Loss) and Adjusted CFFO provide indicators to management of progress in achieving both consolidated and individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry. The Company strongly urges investors to review on the last page of the press release the reconciliation of net loss to Adjusted EBITDAR and the reconciliation of net income (loss) to Adjusted Net Income (Loss) and Adjusted CFFO, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2019, the Company announced that its Chief Operating Officer, Brett D. Lee, is no longer with the Company, effective immediately.

Item 8.01 Other Events.

The 2019 annual meeting of stockholders of the Company (the “Annual Meeting”) has been scheduled for May 14, 2019. The record date for the Annual Meeting has been set as the close of business on March 27, 2019.

The Company will be filing a proxy statement and other documents regarding the Annual Meeting with the Securities and Exchange Commission (the “SEC”). The Company’s stockholders are urged to read the proxy statement and other relevant materials when they become available, because they will contain important information about the Company, the Annual Meeting and related matters. Stockholders may obtain a free copy of the Company’s proxy statement, when available, and other documents filed by the Company with the SEC at the SEC’s website (www.sec.gov) and in the investor relations section of the Company’s website (www.capitalsenior.com).


Item 9.01 Financial Statements and Exhibits.

 

  (a)

Not applicable.

 

  (b)

Not applicable.

 

  (c)

Not applicable.

 

  (d)

Exhibits.

*99.1    Press Release dated February 28, 2019.

 

*

The exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 28, 2019   Capital Senior Living Corporation
  By:  

/s/ Carey P. Hendrickson

  Name:   Carey P. Hendrickson
  Title:   Executive Vice President and
    Chief Financial Officer
EX-99.1 2 d714158dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

 

FOR IMMEDIATE RELEASE

     

Investor Contact:

Carey Hendrickson, Chief Financial Officer

Phone: 1-972-770-5600

 

Press Contact:

Susan J. Turkell, 303-766-4343, sturkell@pairelations.com

 

 

CAPITAL SENIOR LIVING CORPORATION

REPORTS FOURTH QUARTER AND FULL

YEAR 2018 RESULTS; ANNOUNCES

CHANGES TO SENIOR LEADERSHIP

Michael C. Fryar Appointed Chief Revenue Officer

DALLAS – (GLOBE NEWSWIRE) – February 28, 2019 – Capital Senior Living Corporation (the “Company”) (NYSE: CSU), one of the nation’s largest operators of senior housing communities, today announced operating and financial results for the fourth quarter and full year ended December 31, 2018. The Company also reported its Chief Operating Officer, Brett D. Lee, is no longer with the organization, effective immediately. In addition, the Company announced that Michael C. Fryar joined as Chief Revenue Officer, a newly created role.

“We are very disappointed with the Company’s fourth quarter and full year results, and I am fully committed to taking the necessary steps to improve the Company’s execution, operations and financial performance. Since joining Capital Senior Living as CEO in early January, I have been working diligently with the team to set a new path forward that we expect to lead to stabilization of our operations in 2019 and provide a platform for cash flow generation and profitable growth in the years ahead. We have already implemented several initiatives to stabilize our business, including reorganizing our sales management function, reducing field labor by approximately 250 positions, establishing community-centered labor utilization targets and business management tools, and aligning our incentive compensation programs to the Company’s operating targets,” said Kimberly S. Lody, President and Chief Executive Officer of the Company.

“Capital Senior Living has not executed with the precision we need to grow revenue over the long term and drive shareholder value. I have determined that creating a Chief Revenue Officer role to establish and lead commercial excellence initiatives throughout our organization will enhance our efforts to grow the top-line. Our Chief Revenue Officer will strengthen our use of market and community analytics, lead marketing strategy and execution, develop and execute sales training programs, enhance and differentiate our resident experience, and further develop relationships with strategic business partners.”


CAPITAL/Page 2

 

“In addition to these operating initiatives, we are focused on improving our balance sheet to ensure that we have a sustainable and disciplined capital structure that will allow us to make the appropriate investments to execute on the initiatives underway and improve our financial results.”

“In reflecting on the Company’s operating performance in 2018 and charting a course for 2019 and beyond, we determined that a change in operational leadership is necessary at this time. While we search for a new Chief Operating Officer, I will assume this role and lead our operations team. We expect market conditions to remain challenging in 2019, but we are confident that we will make significant progress towards improving the consistency and predictability of our operating results. We recognize the opportunities ahead, and we are focused on building a stronger Capital Senior Living for the benefit of our shareholders and all stakeholders.”

Operating and Financial Summary (all amounts in this operating and financial summary exclude two communities undergoing lease-up or significant renovation and conversion, unless otherwise noted; also, see Non-GAAP Financial Measures below and reconciliation of Non-GAAP measures to the most directly comparable GAAP measure on the final page of this release)

 

   

Revenue in the fourth quarter of 2018, including all communities, was $115.1 million, a $1.9 million, or 1.6%, decrease from the fourth quarter of 2017. Revenue for full year 2018 was $460.0 million, a $7.0 million, or 1.5%, decrease from full year 2017. The fourth quarter and full year 2018 included $0.9 million and $1.4 million of revenue, respectively, from the Company’s two communities impacted by Hurricane Harvey in late August 2017. The fourth quarter of 2017 included no revenue for the hurricane-impacted communities and full year 2017 included $6.0 million.

 

   

Revenue for consolidated and same communities, which exclude two communities undergoing lease-up or significant renovation and conversion and the Company’s two communities impacted by Hurricane Harvey, was $112.9 million in the fourth quarter of 2018, a decrease of 2.3% versus the fourth quarter of 2017. For full year 2018, revenue on the same basis was $453.1 million, a 0.5% decrease as compared to full year 2017.

 

   

Occupancy for consolidated and same communities was 84.5% in the fourth quarter of 2018, a decrease of 110 basis points from the third quarter of 2018, and a decrease of 270 basis points from the fourth quarter of 2017.

 

   

Average monthly rent for consolidated and same communities was $3,648, an increase of $26 per occupied unit, or 0.7%, from the fourth quarter of 2017.

 

   

Loss from operations, including all communities, was $3.1 million in the fourth quarter of 2018 compared with income from operations of $8.2 million in the fourth quarter of 2017. For full year 2018, income from operations was $7.6 million versus $7.8 million for full year 2017.


CAPITAL/Page 3

 

   

The Company’s Net Loss for the fourth quarter of 2018, including all communities, was $26.3 million. Net Loss for full year 2018 was $53.6 million.

 

   

Excluding items noted and reconciled on the final page of this release, the Company’s adjusted net loss was $8.5 million in the fourth quarter of 2018 and $25.0 million for full year 2018.

 

   

Adjusted EBITDAR was $35.2 million in the fourth quarter of 2018 compared with $39.4 million in the fourth quarter of 2017. Adjusted EBITDAR for full year 2018 was $147.7 million versus $153.4 million for full year 2017. Adjusted EBITDAR is a financial valuation measure, rather than a financial performance measure, used by management and others to evaluate the value of companies in the senior living industry.

 

   

Adjusted Cash From Facility Operations (“CFFO”) was $6.9 million in the fourth quarter of 2018 and $36.1 million for full year 2018 compared with $12.3 million in the fourth quarter of 2017 and $45.9 million for full year 2017.

Michael C. Fryar Joins as Chief Revenue Officer

Fryar, who assumed his role as Chief Revenue Officer on February 25, most recently served as Vice President/North America Marketing for GN Hearing, part of the medical device division of the GN Group, a global leader in intelligent audio solutions for medical, professional, and consumer markets. At GN Hearing, Fryar led marketing strategy, product management, communications, technical support, consumer support and specialty sales teams for multiple business units across North America, and was an integral part of the leadership team responsible for several consecutive years of above-market growth and market share gains.

“Mike’s impressive background in consumer marketing, especially in the area of senior-related healthcare products and services, is exactly what is needed at Capital Senior Living,” noted Lody. “His deep expertise includes deploying both digital and traditional marketing methods to fuel top-line growth, and he understands how to effectively support and drive results through the consumer experience and with a geographically dispersed sales organization. We look forward to the contributions Mike will make in this new and vital role.”

Recent Investment Activity

Carey P. Hendrickson, the Company’s Chief Financial Officer, said, “Consistent with our normal business practices, we continue to seek ways to strengthen our financial foundation and optimize our asset portfolio. In December 2018, we closed on a Master Credit Facility that addressed our nearest-term fixed-debt maturities and raised cash proceeds of approximately $20 million. We are also marketing a limited number of assets for potential divestiture which we expect to generate strong value.”


CAPITAL/Page 4

 

The Master Credit Facility refinanced the fixed-rate debt on 19 communities, including all of the Company’s 2021 maturities, which were the earliest maturities for the Company’s fixed-rate debt, and a majority of the Company’s 2022 and 2023 maturities. The new mortgage debt in the Master Credit Facility is $201.0 million, with approximately $151 million of the debt at a fixed interest rate of 5.13% and the remaining $50 million at a long-term variable interest rate of LIBOR plus 2.14% (the initial variable interest rate was approximately 4.6%). All the debt in the Master Credit Facility has a 10-year term and debt service is interest only for the first 36 months. As part of the transaction, the Company also repaid the debt of two additional communities being considered for divestiture that were previously cross-collateralized with communities refinanced under the Master Credit Facility. The Company obtained a $3.5 million bridge loan with an 18-month term for one of the communities and the other community is unencumbered. As a result of the transaction, the Company recorded a $12.6 million charge related to the extinguishment of the Company’s previous debt on the 21 communities and the write-off of certain deferred loan costs. The transaction resulted in net proceeds of approximately $20.3 million.

Financial Results - Fourth Quarter

For the fourth quarter of 2018, the Company reported revenue of $115.1 million, compared to revenue of $117.0 million in the fourth quarter of 2017. Revenue for consolidated communities excluding the two communities undergoing significant renovation and conversion, and the two Houston communities impacted by Hurricane Harvey, was $112.9 million, a decrease of 2.3% in the fourth quarter of 2018 when compared with the fourth quarter of 2017.

Operating expenses for the fourth quarter of 2018 were $76.1 million, an increase of $4.7 million, or 6.6%, from the fourth quarter of 2017. Operating expenses in the fourth quarter of 2018 included a $0.7 million business interruption insurance credit related to the Company’s two Houston communities impacted by Hurricane Harvey to offset the lost revenues and continuing expenses, and to restore the communities’ net income for the fourth quarter of 2018 based on an approximate average of the communities’ net income in the seven months of 2017 prior to the hurricane. The business interruption credit was $1.6 million in the fourth quarter of 2017.

General and administrative expenses for the fourth quarter of 2018 were $9.6 million. This compares with general and administrative expenses of $5.9 million in the fourth quarter of 2017. Excluding transaction and conversion costs in both periods (including approximately $4.0 million related to the retirement, transition and replacement of the Company’s CEO), general and administrative expenses decreased $0.2 million in the fourth quarter of 2018 versus the fourth quarter of 2017. As a percentage of revenues under management, general and administrative expenses, excluding transaction and conversion costs, were 4.7% in the fourth quarter of 2018 versus 4.8% in the fourth quarter of 2017.

Loss from operations for the fourth quarter of 2018 was $3.1 million. The Company recorded a net loss on a GAAP basis of $26.3 million in the fourth quarter of 2018.

Excluding items noted and reconciled on the final page of this release, including a $12.6 million charge related to the extinguishment of debt and other costs associated with the Company’s refinancing, the Company’s adjusted net loss was $8.5 million in the fourth quarter of 2018.


CAPITAL/Page 5

 

The Company’s Non-GAAP financial measures exclude two communities that are undergoing significant renovation and conversion (see “Non-GAAP Financial Measures” below). Three communities that were previously excluded from the Company’s Non- GAAP financial measures were added back to such measures beginning in the first quarter of 2018.

Adjusted EBITDAR for the fourth quarter of 2018 was $35.2 million as compared with $39.4 million in the fourth quarter of 2017. Adjusted CFFO was $6.9 million in the fourth quarter of 2018 and $12.3 million in the fourth quarter of 2017.

Financial Results – Full Year

The Company reported 2018 revenue of $460.0 million, compared with revenue of $467.0 million in 2017. Revenue for consolidated communities excluding the two communities undergoing significant renovation and conversion, and the two Houston communities impacted by Hurricane Harvey, was $453.1 million, a decrease of 0.5% in 2018 as compared with 2017. Operating expenses were $294.7 million in 2018 compared with $290.7 million in 2017.

General and administrative expenses were $27.0 million in 2018 versus $23.6 million in 2017. As a percentage of revenues under management, general and administrative expenses, excluding transaction and conversion costs, were 4.4% in 2018 compared with 4.7% in 2017.

Income from operations for the full year of 2018 was $7.6 million. The Company recorded a net loss on a GAAP basis of $53.6 million for full year 2018. Excluding items noted and reconciled on the final page of this release, including a $12.6 million charge related to the extinguishment of debt and other costs associated with the Company’s refinancing, the Company’s adjusted net loss was $25.0 million in 2018.

The Company’s Non-GAAP financial measures exclude two communities that are undergoing significant renovation and conversion (see “Non-GAAP Financial Measures” below). Three communities that were previously excluded from the Company’s Non- GAAP financial measures were added back to such measures beginning in the first quarter of 2018.

Adjusted EBITDAR was $147.7 million for full year 2018 versus $153.4 million for full year 2017. Adjusted CFFO for 2018 was $36.1 million.


CAPITAL/Page 6

 

Operating Activities

Same-community results exclude two communities previously noted that are undergoing lease-up or significant renovation and conversion, and the two Houston communities impacted by Hurricane Harvey. Same-community results also exclude certain conversion costs.

Same-community revenue in the fourth quarter of 2018 decreased 2.3% versus the fourth quarter of 2017. For full year 2018, same-community revenue decreased 0.5% from full year 2017.

Same-community operating expenses increased 3.2% in the fourth quarter of 2018 versus the fourth quarter of 2017, and 2.6% for full year 2018 versus full year 2017, excluding conversion costs in all periods. On the same basis, labor costs, including benefits, increased 3.9% in the fourth quarter and 2.8% for the full year, utilities increased 2.5% in the fourth quarter and 3.6% for the full year, and food costs decreased 4.2% in the fourth quarter and 5.1% for the full year. Same-community net operating income decreased 10.9% in the fourth quarter of 2018 when compared with the fourth quarter of 2017, and decreased 5.6% for the full year of 2018 versus the full year of 2017.

Capital expenditures were $4.0 million for the fourth quarter of 2018 and $22.0 million for full year 2018.

Balance Sheet

The Company ended the year with $44.3 million of cash and cash equivalents, including restricted cash. As of December 31, 2018, the Company financed its owned communities with mortgages totaling $981.6 million at interest rates averaging 4.8%. The majority of the Company’s debt is at fixed interest rates except for three bridge loans totaling approximately $80 million, two of which mature in 2020 and the other in 2021, and approximately $50 million of long-term variable rate debt under the Master Credit Facility. The earliest maturity date for the Company’s fixed-rate debt is in 2022.

The Company’s cash on hand and cash flow from operations are expected to be sufficient for working capital and to fund the Company’s capital expenditures.

Q4 and Full Year 2018 Conference Call Information

The Company will host a conference call with senior management to discuss the Company’s fourth quarter and full year 2018 financial results on Thursday, February 28, 2019, at 9:00 a.m. Eastern Time. To participate, dial 323-794-2588, and use confirmation code 6759095. A link to a simultaneous webcast of the teleconference will be available at www.capitalsenior.com.

For the convenience of the Company’s shareholders and the public, the conference call will be recorded and available for replay starting February 28, 2019 at 12:00 p.m. Eastern Time, until March 8, 2019 at 12:00 p.m. Eastern Time. To access the conference call replay, call 719-457-0820, confirmation code 6759095. The conference call will also be made available for playback via the Company’s corporate website at https://www.capitalsenior.com/investor-relations/conference-calls/.


CAPITAL/Page 7

 

Non-GAAP Financial Measures of Operating Performance

Adjusted EBITDAR is a financial valuation measure and Adjusted Net Income/(Loss) and Adjusted CFFO are financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with our results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Adjusted EBITDAR is a valuation measure commonly used by our management, research analysts and investors to value companies in the senior living industry. Because Adjusted EBITDAR excludes interest expense and rent expense, it allows our management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements.

The Company believes that Adjusted Net Income/(Loss) and Adjusted CFFO are useful as performance measures in identifying trends in day-to-day operations because they exclude the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of our primary business. Adjusted Net Income/(Loss) and Adjusted CFFO provide indicators to management of progress in achieving both consolidated and individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry.

The Company strongly urges you to review on the last page of this release the reconciliation of net loss to Adjusted EBITDAR and the reconciliation of net income/(loss) to Adjusted Net Income/(Loss) and Adjusted CFFO, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows.

About the Company

Capital Senior Living Corporation is one of the nation’s largest operators of residential communities for senior adults. The Company’s operating strategy is to provide value to residents by providing quality senior housing services at reasonable prices. The Company’s communities emphasize a continuum of care, which integrates independent living, assisted living, and memory care services, to provide residents the opportunity to age in place. The Company operates 129 senior housing communities in geographically concentrated regions with an aggregate capacity of approximately 16,500 residents.


CAPITAL/Page 8

 

Safe Harbor

The forward-looking statements in this release are subject to certain risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially, including, but not limited to, the Company’s ability to generate sufficient cash flow to satisfy its debt and lease obligations and to fund the Company’s capital improvement projects to expand, redevelop, and/or reposition its senior living communities; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures; the Company’s compliance with its debt and lease agreements; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all; the risk of oversupply and increased competition in the markets which the Company operates; the risk of increased competition for skilled workers due to wage pressure and changes in regulatory requirements; the departure of the Company’s key officers and personnel; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; the risks associated with a decline in economic conditions generally; the adequacy and continued availability of the Company’s insurance policies and the Company’s ability to recover any losses it sustains under such policies; changes in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission.

For information about Capital Senior Living, visit www.capitalsenior.com.

Investor Contact Carey P. Hendrickson, Chief Financial Officer, at 972-770-5600

Press Contact Susan J. Turkell, at 303-766-4343 or sturkell@pairelations.com


CAPITAL/Page 9

 

CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED BALANCE SHEETS

(audited, in thousands, except per share data)

 

     December 31,  
     2018     2017  
     (In thousands)  
ASSETS

 

Current assets:

    

Cash and cash equivalents

   $ 31,309     $ 17,646  

Restricted cash

     13,011       13,378  

Accounts receivable, net

     10,581       12,307  

Federal and state income taxes receivable

     152       —    

Property tax and insurance deposits

     13,173       14,386  

Prepaid expenses and other

     5,232       6,332  
  

 

 

   

 

 

 

Total current assets

     73,458       64,049  

Property and equipment, net

     1,059,049       1,099,786  

Deferred taxes

     152       —    

Other assets, net

     16,485       18,836  
  

 

 

   

 

 

 

Total assets

   $ 1,149,144     $ 1,182,671  
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Current liabilities:

    

Accounts payable

   $ 9,095     $ 7,801  

Accrued expenses

     41,880       40,751  

Current portion of notes payable, net of deferred loan costs

     14,342       19,728  

Current portion of deferred income

     14,892       13,840  

Current portion of capital lease and financing obligations

     3,113       3,106  

Federal and state income taxes payable

     406       383  

Customer deposits

     1,302       1,394  
  

 

 

   

 

 

 

Total current liabilities

     85,030       87,003  

Deferred income

     8,151       10,033  

Capital lease and financing obligations, net of current portion

     45,647       48,805  

Deferred taxes

     —         1,941  

Other long-term liabilities

     15,643       16,250  

Notes payable, net of deferred loan costs and current portion

     959,408       938,206  

Commitments and contingencies

    

Shareholders’ equity:

    

Preferred stock, $.01 par value:

     —         —    

Authorized shares — 15,000; no shares issued or outstanding

    

Common stock, $.01 par value:

    

Authorized shares — 65,000; issued and outstanding shares 31,273 and 30,505 in 2018 and 2017, respectively

     318       310  

Additional paid-in capital

     187,879       179,459  

Retained deficit

     (149,502     (95,906

Treasury stock, at cost – 494 shares in 2018 and 2017

     (3,430     (3,430
  

 

 

   

 

 

 

Total shareholders’ equity

     35,265       80,433  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 1,149,144     $ 1,182,671  
  

 

 

   

 

 

 


CAPITAL/Page 10

 

CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(audited, in thousands, except per share data)

 

    

Three Months Ended

December 31,

   

Year Ended

December 31,

 
     2018     2017     2018     2017  

Revenues:

        

Resident revenue

   $ 115,098     $ 116,971     $ 460,018     $ 466,997  

Expenses:

        

Operating expenses (exclusive of facility lease expense and depreciation and amortization expense shown below)

     76,052       71,314       294,661       290,662  

General and administrative expenses

     9,638       5,896       26,961       23,574  

Facility lease expense

     14,036       13,934       56,551       56,432  

Loss on facility lease termination

     —         —         —         12,858  

Provision for bad debts

     736       393       2,990       1,748  

Stock-based compensation expense

     1,825       1,849       8,428       7,682  

Depreciation and amortization expense

     15,933       15,337       62,824       66,199  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     118,220       108,723       452,415       459,155  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) from operations

     (3,122     8,248       7,603       7,842  

Other income (expense):

        

Interest income

     48       22       165       73  

Interest expense

     (12,772     (12,531     (50,543     (49,471

Write-off of deferred loan costs and prepayment premiums

     (12,623     —         (12,623     —    

Gain (Loss) on disposition of assets, net

     18       3       28       (123

Other income

     1       1       3       7  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before benefit (provision) for income taxes

     (28,450     (4,257     (55,367     (41,672

Benefit (Provision) for income taxes

     2,159       (2,102     1,771       (2,496
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (26,291   $ (6,359   $ (53,596   $ (44,168
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share data:

        

Basic net loss per share

   $ (0.88   $ (0.22   $ (1.80   $ (1.50
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net loss per share

   $ (0.88   $ (0.22   $ (1.80   $ (1.50
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding — basic

     29,908       29,531       29,812       29,453  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding — diluted

     29,908       29,531       29,812       29,453  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (26,291   $ (6,359   $ (53,596   $ (44,168
  

 

 

   

 

 

   

 

 

   

 

 

 


CAPITAL/Page 11

 

CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(audited, in thousands)

 

     Year Ended December 31,  
     2018     2017  

Operating Activities

    

Net loss

   $ (53,596   $ (44,168

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     62,824       66,199  

Amortization of deferred financing charges

     1,709       1,626  

Amortization of deferred lease costs and lease intangibles, net

     849       859  

Amortization of lease incentives

     (2,074     (1,336

Deferred income

     (1,391     (1,397

Deferred taxes

     (2,245     1,941  

Lease incentives

     3,376       5,673  

Loss on facility lease termination

     —         12,858  

Write-off of deferred loan costs and prepayment premiums

     12,623       —    

Loss (Gain) on disposition of assets, net

     (28     123  

Provision for bad debts

     2,990       1,748  

Stock-based compensation expense

     8,428       7,682  

Changes in operating assets and liabilities:

    

Accounts receivable

     (3,173     (8,159

Property tax and insurance deposits

     1,213       279  

Prepaid expenses and other

     1,100       33  

Other assets

     1,350       4,061  

Accounts payable

     1,294       2,750  

Accrued expenses

     1,129       1,689  

Other liabilities

     —         5,017  

Federal and state income taxes receivable/payable

     23       165  

Deferred resident revenue

     561       (1,898

Customer deposits

     (92     (151
  

 

 

   

 

 

 

Net cash provided by operating activities

     36,870       55,594  

Investing Activities

    

Capital expenditures

     (21,965     (39,959

Cash paid for acquisitions

     —         (85,000

Proceeds from disposition of assets

     57       19  
  

 

 

   

 

 

 

Net cash used in investing activities

     (21,908     (124,940

Financing Activities

    

Proceeds from notes payable

     208,841       77,197  

Repayments of notes payable

     (204,093     (20,099

Cash payments for capital lease and financing obligations

     (3,151     (2,869

Deferred financing charges paid

     (3,263     (1,182
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (1,666     53,047  
  

 

 

   

 

 

 

Increase (Decrease) in cash and cash equivalents

     13,296       (16,299

Cash and cash equivalents and restricted cash at beginning of year

     31,024       47,323  
  

 

 

   

 

 

 

Cash and cash equivalents and restricted cash at end of year

   $ 44,320     $ 31,024  
  

 

 

   

 

 

 

Supplemental Disclosures

    

Cash paid during the year for:

    

Interest

   $ 49,225     $ 47,022  
  

 

 

   

 

 

 

Income taxes

   $ 555     $ 543  
  

 

 

   

 

 

 


CAPITAL/Page 12

 

Capital Senior Living Corporation

Supplemental Information

 

                 Average              
     Communities     Resident Capacity     Average Units  
     Q4 18     Q4 17     Q4 18     Q4 17     Q4 18     Q4 17  

Portfolio Data

 

I. Community Ownership / Management

 

Consolidated communities

 

Owned

     83       83       10,767       10,767       8,245       7,970  

Leased

     46       46       5,756       5,756       4,409       4,414  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     129       129       16,523       16,523       12,654       12,384  

Independent living

 

    6,879       6,879       4,960       5,000  

Assisted living

 

    9,644       9,644       7,694       7,384  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

         16,523       16,523       12,654       12,384  

II. Percentage of Operating Portfolio

 

 

Consolidated communities

 

Owned

     64.3     64.3     65.2     65.2     65.2     64.4

Leased

     35.7     35.7     34.8     34.8     34.8     35.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     100.0     100.0     100.0     100.0     100.0     100.0

Independent living

 

    41.6     41.6     39.2     40.4

Assisted living

 

    58.4     58.4     60.8     59.6
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

         100.0     100.0     100.0     100.0


CAPITAL/Page 13

 

Capital Senior Living Corporation

Supplemental Information (excludes two communities being repositioned/leased up and two communities impacted by Hurricane Harvey)

Selected Operating Results

 

     Q4 18     Q4 17  

I. Owned communities

    

Number of communities

     79       79  

Resident capacity

     10,248       10,248  

Unit capacity (1)

     7,801       7,791  

Financial occupancy (2)

     86.1     88.5

Revenue (in millions)

     71.4       72.9  

Operating expenses (in millions) (3)

     47.6       46.3  

Operating margin (3)

     33     37

Average monthly rent

     3,546       3,526  

II. Leased communities

    

Number of communities

     46       46  

Resident capacity

     5,756       5,756  

Unit capacity

     4,409       4,414  

Financial occupancy (2)

     81.7     84.9

Revenue (in millions)

     41.5       42.7  

Operating expenses (in millions) (3)

     25.4       24.5  

Operating margin (3)

     39     43

Average monthly rent

     3,838       3,798  

III. Consolidated and Same communities (4)

    

Number of communities

     125       125  

Resident capacity

     16,004       16,004  

Unit capacity (1)

     12,210       12,204  

Financial occupancy (2)

     84.5     87.2

Revenue (in millions)

     112.9       115.6  

Operating expenses (in millions) (3)

     73.0       70.8  

Operating margin (3)

     35     39

Average monthly rent

     3,648       3,622  

IV. General and Administrative expenses as a percent of Total Revenues under Management

    

Fourth quarter (5)

     4.7     4.8

Year to Date (5)

     4.4     4.7

V. Consolidated Mortgage Debt Information (in thousands, except interest rates) (excludes insurance premium financing)

    

Total fixed rate mortgage debt

     851,631       886,597  

Total variable rate mortgage debt

     130,016       76,505  

Weighted average interest rate

     4.83     4.68

 

 

(1)

Due to conversion and refurbishment projects completed at certain communities, unit capacity is higher in Q4 18 than Q4 17 for owned communities and same communities, which affects all groupings of communities.

(2)

Financial occupancy represents actual days occupied divided by total number of available days during the quarter.

(3)

Excludes management fees, provision for bad debts and transaction and conversion costs.

(4)

Since the Company has not completed any new acquisitions of communities, other than the four communities which were acquired during the first quarter of fiscal 2017 that were previously leased and already included in the Company’s consolidated operating results, consolidated and same communities are equivalent for the comparable periods and no longer require separate reporting by the Company.

(5)

Excludes transaction and conversion costs.


CAPITAL/Page 14

 

CAPITAL SENIOR LIVING CORPORATION

NON-GAAP RECONCILIATIONS

(in thousands, except per share data)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2018     2017     2018     2017  

Adjusted EBITDAR

        

Net loss

   $ (26,291   $ (6,359   $ (53,596   $ (44,168

Depreciation and amortization expense

     15,933       15,337       62,824       66,199  

Stock-based compensation expense

     1,825       1,849       8,428       7,682  

Facility lease expense

     14,036       13,934       56,551       56,432  

Loss on facility lease termination

     —         —         —         12,858  

Provision for bad debts

     736       393       2,990       1,748  

Interest income

     (48     (22     (165     (73

Interest expense

     12,772       12,531       50,543       49,471  

Write-off of deferred loan costs and prepayment premiums

     12,623       —         12,623       —    

Loss (Gain) on disposition of assets, net

     (18     (3     (28     123  

Other income

     (1     (1     (3     (7

(Benefit) Provision for income taxes

     (2,159     2,102       (1,771     2,496  

Casualty losses

     1,184       269       1,951       1,996  

Transaction and conversion costs

     717       331       2,443       2,323  

Employee placement and separation costs

     4,009       —         4,168       —    

Employee benefit reserve adjustments

     (142     —         548       —    

Communities excluded due to repositioning/lease-up

     73       (976     168       (3,716
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDAR

   $ 35,249     $ 39,385     $ 147,674     $ 153,364  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Revenues

        

Total revenues

   $ 115,098     $ 116,971     $ 460,018     $ 466,997  

Communities excluded due to repositioning/lease-up

     (1,332     (6,017     (5,581     (21,178
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted revenues

   $ 113,766     $ 110,954     $ 454,437     $ 445,819  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss and Adjusted net loss per share

        

Net loss

   $ (26,291   $ (6,359   $ (53,596   $ (44,168

Casualty losses

     1,184       269       1,951       1,996  

Transaction and conversion costs

     736       352       2,535       2,906  

Employee placement and separation costs

     4,009       —         4,168       —    

Employee benefit reserve adjustments

     (142     —         548       —    

Resident lease amortization

     —         236       —         7,643  

Loss on facility lease termination

     —         —         —         12,858  

Write-off of deferred loan costs and prepayment premiums

     12,623       —         12,623       —    

Loss (Gain) on disposition of assets

     (18     (3     (28     122  

Tax impact of Non-GAAP adjustments (25% in 2018 and 37% in 2017)

     (4,598     (316     (5,449     (9,444

Deferred tax asset valuation allowance

     3,287       2,678       9,543       16,698  

Communities excluded due to repositioning/lease-up

     686       947       2,682       2,735  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss

   $ (8,524   $ (2,196   $ (25,023   $ (8,654
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted shares outstanding

     29,908       29,531       29,812       29,453  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss per share

   $ (0.29   $ (0.07   $ (0.84   $ (0.29
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted CFFO

        

Net loss

   $ (26,291   $ (6,359   $ (53,596   $ (44,168

Non-cash charges, net

     31,542       19,769       87,061       95,976  

Lease incentives

     (3,376     (514     (3,376     (5,673

Recurring capital expenditures

     (1,186     (1,186     (4,746     (4,746

Casualty losses

     1,184       269       1,951       2,028  

Transaction and conversion costs

     736       352       2,535       2,681  

Employee placement and separation costs

     4,009       —         4,168       —    

Employee benefit reserve adjustments

     (142     —         548       —    

Communities excluded due to repositioning/lease-up

     441       (21     1,570       (226
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted CFFO

   $ 6,917     $ 12,310     $ 36,115     $ 45,872  
  

 

 

   

 

 

   

 

 

   

 

 

 

***

GRAPHIC 3 g714158g0228051730838.jpg GRAPHIC begin 644 g714158g0228051730838.jpg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