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) August 4, 2015

 

 

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))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On August 4, 2015, Capital Senior Living Corporation (the “Company”) announced its financial results for the second quarter ended June 30, 2015 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, Item 7.01, Exhibit 99.1 and Exhibit 99.2 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 and the presentation referenced below contain, and may implicate, forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

In the press release and the presentation referenced below, the Company’s management utilizes financial measures of operating performance, including adjusted EBITDAR, adjusted EBITDAR margin, adjusted net income and adjusted CFFO, 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 amounts 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. The Company believes that these non-GAAP measures are useful in identifying trends in day-to-day performance because they exclude items that are of little or no significance to operations and provide indicators to management of progress in achieving optimal operating performance. In addition, these measures are used by many research analysts and investors to evaluate the performance and the value of companies in the senior living industry. The Company strongly urges you to review the reconciliation of net income from operations to adjusted EBITDAR and adjusted EBITDAR margin and the reconciliation of net loss to adjusted net income and adjusted CFFO, each of which is included at the end of the Company’s press release, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows.

 

Item 7.01 Regulation FD Disclosure.

Attached hereto as Exhibit 99.2 is an updated slideshow presentation of the Company.

By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information is required by Regulation FD or that the information was material or non-public before the disclosure. The Company assumes no obligation to update or supplement forward-looking statements in this presentation that become untrue because of new information, subsequent events or otherwise.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits.

 

  *99.1 Press Release dated August 4, 2015.

 

  *99.2 Capital Senior Living Corporation Updated Slideshow Presentation.

 

* These exhibits to this Current Report on Form 8-K are not being filed but are 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: August 4, 2015

Capital Senior Living Corporation
By:   /s/ Carey P. Hendrickson
Name:   Carey P. Hendrickson
Title:  

Senior Vice President and

Chief Financial Officer


EXHIBIT INDEX

 

*99.1    Press Release dated August 4, 2015.
*99.2    Capital Senior Living Corporation Updated Slideshow Presentation.

 

* These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01.


Exhibit 99.1

 

LOGO     

PRESS CONTACT:

Carey Hendrickson, Chief Financial Officer

Phone: 1-972-770-5600

FOR IMMEDIATE RELEASE

CAPITAL SENIOR LIVING CORPORATION

REPORTS SECOND QUARTER 2015 RESULTS

DALLAS – (BUSINESS WIRE) – August 4, 2015 – Capital Senior Living Corporation (the “Company”) (NYSE:CSU), one of the nation’s largest operators of senior living communities, today announced operating and financial results for the second quarter of 2015. Company highlights for the second quarter include:

Operating and Financial Summary (all amounts in this operating and financial summary exclude four communities that are undergoing repositioning, lease-up or significant renovation and conversion, unless otherwise noted; also, see Non-GAAP Financial Measures below)

 

    Revenue in the second quarter of 2015, including all communities, was $101.6 million, an $8.2 million, or 8.7%, increase from the second quarter of 2014.

 

    Occupancy for the Company’s consolidated communities was 88.0% in the second quarter of 2015, an increase of 70 basis points from the second quarter of 2014 and 70 basis points from the first quarter of 2015. Same-community occupancy was 87.8% for the second quarter of 2015, a 40 basis point increase from the second quarter of 2014 and a 60 basis point increase from the first quarter of 2015.

 

    Average monthly rent for the Company’s consolidated communities in the second quarter of 2015 was $3,364, an increase of $207 per occupied unit, or 6.6%, as compared to the second quarter of 2014, and a 210 basis point improvement from the first quarter of 2015. Same-community average monthly rent was $3,327, an increase of $81 per occupied unit, or 2.5%, from the second quarter of 2014, and a 120 basis point improvement from the first quarter of 2015.

 

    Adjusted EBITDAR was $35.7 million in the second quarter of 2015, an 11.0% increase from the second quarter of 2014. The four communities undergoing repositioning, lease-up or significant renovation and conversion generated an additional $0.9 million of EBITDAR. The Company’s Adjusted EBITDAR margin was 36.8% for the second quarter of 2015, a record-high second quarter margin for the Company and an increase of 120 basis points versus the second quarter of the prior year.

 


CAPITAL/Page 2

 

    Adjusted Cash From Facility Operations (“CFFO”) was $11.7 million, or $0.41 per share, in the second quarter of 2015, a 22.3% increase versus the second quarter of the prior year. Beginning in 2015, the Company no longer includes the change in prepaid resident rent as a component of Adjusted CFFO as it is a non-economic timing item. On a comparable basis, Adjusted CFFO was $9.6 million, or $0.34 per share in the second quarter of 2014.

 

    The Company’s Net Loss for the second quarter of 2015, including all communities, was $5.2 million, or $0.18 per share, due mostly to non-cash amortization of resident leases of $4.1 million associated with communities acquired by the Company in the previous 12 months. Adjusted Net Income was $0.2 million, or $0.01 per share, for the second quarter of 2015.

 

    The Company completed the acquisition of three communities during the second quarter of 2015 for a combined purchase price of approximately $26.9 million. These communities are expected to generate incremental annual CFFO of approximately $0.05 per share.

 

    The Company announced today that it closed on the acquisition of an additional community in late July for a purchase price of approximately $13.3 million. This community is expected to generate incremental annual CFFO of approximately $0.02 per share.

“We are successfully executing on our strategic plan which resulted in significant growth during the second quarter in all of our key metrics, including revenue, occupancy, average monthly rent, NOI, Adjusted EBITDAR and Adjusted CFFO as compared to the prior year,” said Lawrence A. Cohen, Chief Executive Officer of the Company. “Our same-community NOI grew 4.7%, our Adjusted CFFO increased 22.3% and we reported a record-high second quarter Adjusted EBITDAR margin of 36.8%. We were particularly pleased with the second quarter growth in our same-community occupancy, which increased 60 basis points from the first quarter of 2015 and 40 basis points from the second quarter of 2014. We continue to see limited new supply and construction in our local markets. Also, our conversions of independent living units to assisted living and memory care units continue to show timely progress.

“Complementing this growth is a robust pipeline that allows us to continue our disciplined and strategic acquisition program that increases our ownership of high-quality senior living communities in geographically concentrated regions and generates meaningful increases in CFFO, earnings and real estate value. We have closed on six such communities so far this year, and we continue to pursue additional opportunities.

“We believe that we are well positioned to make meaningful gains in shareholder value as a substantially all private-pay business in an industry that benefits from need-driven demand, limited new supply in our local markets, a strong housing market and an improving economy.”


CAPITAL/Page 3

 

Recent Investment Activity

 

    In the second quarter of 2015, the Company completed acquisitions of three senior living communities for a combined purchase price of $26.9 million. These communities expand the Company’s operations in Wisconsin and New York, and are comprised of 203 units offering independent living, assisted living and memory care services.

Combined highlights of the transactions include:

 

    Increases annual Adjusted CFFO by approximately $1.3 million, or $0.05 per share.

 

    Adds approximately $0.7 million to earnings, or $0.03 per share.

 

    Increases annual revenue by approximately $8.1 million.

 

    Average monthly rents for the communities are approximately $3,450.

The communities were financed with an aggregate of approximately $20.3 million of non-recourse 10-year mortgage debt at an average fixed interest rate of 4.68%.

 

    In July 2015, the Company completed the acquisition of a senior living community for a purchase price of approximately $13.3 million. This community expands the Company’s operations in Ohio, and is comprised of 68 units offering independent living and assisted living services.

Highlights of the transaction include:

 

    Increases annual Adjusted CFFO by approximately $0.5 million, or $0.02 per share.

 

    Adds approximately $0.2 million to earnings, or $0.01 per share.

 

    Increases annual revenue by approximately $2.5 million.

 

    Average monthly rents for the communities are approximately $3,350.

The community was financed with approximately $9.9 million of non-recourse 10-year mortgage debt at an average fixed rate of 4.25%.

 

    The Company expects to close on the sale of its only community in Kansas in August for approximately $14.8 million. The transaction will be structured as a like-kind exchange with the net proceeds accretively reinvested in another community the Company expects to purchase in August.


CAPITAL/Page 4

 

    Subject to completion of due diligence and customary closing conditions, acquisitions of three communities totaling approximately $74.5 million are expected to close by the end of September 2015, which will bring the Company’s total acquisitions in 2015 to $163.4 million. The Company is conducting due diligence on additional acquisitions of high-quality senior living communities in states with extensive existing operations.

Financial Results—Second Quarter

For the second quarter of 2015, the Company reported revenue of $101.6 million, compared to revenue of $93.4 million in the second quarter of 2014, an increase of 8.7%. Resident and healthcare revenue increased from the second quarter of the prior year by approximately $10.0 million, or 10.9%, mostly due to the acquisition of 12 communities during or after the second quarter of 2014. As expected, community reimbursement revenue and affiliated management revenue decreased approximately $1.8 million in the second quarter of 2015 as compared to the second quarter of 2014. The acquisition of three Ohio communities in which the Company previously held a 10% interest as a joint venture on June 30, 2014, resulted in the elimination of these two revenue items as well as community reimbursement expense.

Operating expenses for the second quarter of 2015 were $60.7 million, an increase of $5.1 million from the second quarter of 2014, primarily due to the acquisition of 12 communities during or after the second quarter of 2014.

General and administrative expenses for the second quarter of 2015 were $5.7 million, which includes $0.8 million of transaction and other one-time costs. Excluding transaction and other one-time costs, general and administrative expenses increased $0.9 million in the second quarter of 2015 as compared to the second quarter of 2014. As a percentage of revenues under management, general and administrative expenses, excluding transaction and other one-time costs, were 4.8% in the second quarter of 2015 as compared to 4.2% in the second quarter of 2014.

The Company’s Non-GAAP financial measures exclude four communities that are undergoing repositioning, lease-up of higher-licensed units or significant renovation and conversion (see “Non-GAAP Financial Measures” below). Also, as previously noted, beginning in 2015, the Company no longer includes the change in prepaid resident rent as a component of Adjusted CFFO as it is a non-economic timing item.

Adjusted EBITDAR for the second quarter of 2015 was approximately $35.7 million, an increase of $3.5 million, or 11.0%, from the second quarter of 2014. This does not include EBITDAR of $0.9 million related to four communities undergoing repositioning, lease-up or significant renovation and conversion. The Adjusted EBITDAR margin for the second quarter of 2015 was 36.8%, which is a record-high second quarter margin for the Company and an increase of 120 basis points from the second quarter 2014 margin of 35.6%.


CAPITAL/Page 5

 

The Company recorded a net loss of $5.2 million in the second quarter. Excluding non-recurring or non-economic items reconciled on the final page of this release, the Company’s adjusted net income was $0.2 million, or $0.01 per share, in the second quarter of 2015. Adjusted CFFO was $11.7 million, or $0.41 per share, in the second quarter of 2015, a 22.3% increase from the second quarter of the prior year. On a comparable basis, Adjusted CFFO was $9.6 million, or $0.34 per share, in the second quarter of 2014.

Operating Activities

Same-community results exclude the four communities previously noted that are undergoing repositioning, lease-up or significant renovation and conversion, and transaction and other one-time costs.

Same-community revenue in the second quarter of 2015 increased 2.1% versus the second quarter of 2014. Same-community expenses decreased 0.2% from the second quarter of the prior year. Labor costs, including benefits, increased 0.6%, while food costs decreased 1.5% and utilities decreased 3.3% in the second quarter of 2015 as compared to the second quarter of the prior year. Same-community net operating income increased 4.7% in the second quarter of 2015 as compared to the second quarter of 2014.

Capital expenditures for the second quarter of 2014 were $8.0 million, representing approximately $6.6 million of investment spending and approximately $1.4 million of recurring capital expenditures. If annualized, spending for recurring capital expenditures was approximately $495 per unit.

Balance Sheet

The Company ended the quarter with $51.7 million of cash and cash equivalents, including restricted cash, a decrease of $11.7 million since March 31, 2015. During the second quarter of 2015, the Company invested $6.6 million of cash as equity to complete the acquisitions of three communities and spent $8.0 million on capital improvements.

As of June 30, 2015, the Company financed its owned communities with mortgages totaling $679.8 million at interest rates averaging 4.6%. All of the Company’s debt is at fixed interest rates, except for two bridge loans totaling approximately $20.3 million at June 30, 2015, at variable rates averaging 4.3%. The Company expects to refinance one of the bridge loans that matures during the fourth quarter of 2015 with 10-year fixed-rate debt during the third quarter of 2015. Otherwise, the Company has no mortgage maturities before the second quarter of 2017.


CAPITAL/Page 6

 

The Company’s cash on hand and cash flow from operations are expected to be sufficient for working capital, prudent reserves and the equity needed to fund the Company’s acquisition program.

Q2 2015 Conference Call Information

The Company will host a conference call with senior management to discuss the Company’s second quarter 2015 financial results. The call will be held on Tuesday, August 4, 2015, at 5:00 p.m. Eastern Time. The call-in number is 913-312-0653, confirmation code 2595372. A link to a simultaneous webcast of the teleconference will be available at www.capitalsenior.com through Windows Media Player or RealPlayer.

For the convenience of the Company’s shareholders and the public, the conference call will be recorded and available for replay starting August 4, 2015 at 8:00 p.m. Eastern Time, until August 13, 2015 at 8:00 p.m. Eastern Time. To access the conference call replay, call 719-457-0820, confirmation code 2595372. The conference call will also be made available for playback via the Company’s corporate website, www.capitalsenior.com, beginning August 5, 2015.

Non-GAAP Financial Measures

Adjusted EBITDAR, Adjusted EBITDAR Margin, Adjusted Net Income and Adjusted CFFO are financial measures of operating performance 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 amounts 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. The Company believes that these non-GAAP measures are useful in identifying trends in day-to-day performance because they exclude items that are of little or no significance to operations and provide indicators to management of progress in achieving optimal operating performance. In addition, these measures are used by many research analysts and investors to evaluate the performance and the value of companies in the senior living industry. The Company strongly urges you to review the reconciliation of net income from operations to Adjusted EBITDAR and Adjusted EBITDAR Margin and the reconciliation of net loss to Adjusted Net Income 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 living services at reasonable


CAPITAL/Page 7

 

prices. The Company’s communities emphasize a continuum of care, which integrates independent living, assisted living, and home care services, to provide residents the opportunity to age in place. The Company operates 119 senior living communities in geographically concentrated regions with an aggregate capacity of approximately 15,200 residents.

Safe Harbor

The forward-looking statements in this release are subject to certain risks and uncertainties that could cause results to differ materially, including, but not without limitation to, the Company’s ability to find suitable acquisition properties at favorable terms, financing, refinancing, community sales, licensing, business conditions, risks of downturns in economic conditions generally, satisfaction of closing conditions such as those pertaining to licensure, availability of insurance at commercially reasonable rates, and changes in accounting principles and interpretations among others, and other risks and factors identified from time to time in our reports filed with the Securities and Exchange Commission.

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

Contact Carey P. Hendrickson, Chief Financial Officer, at 972-770-5600 for more information.


CAPITAL/Page 8

 

CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

     June 30,
2015
    December 31,
2014
 
     (unaudited)        

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 39,403      $ 39,209   

Restricted cash

     12,251        12,241   

Accounts receivable, net

     7,453        5,903   

Accounts receivable from affiliates

     3        5   

Federal and state income taxes receivable

     310        —     

Deferred taxes

     —          460   

Assets held for sale

     —          35,761   

Property tax and insurance deposits

     10,698        12,198   

Prepaid expenses and other

     5,418        6,797   
  

 

 

   

 

 

 

Total current assets

     75,536        112,574   

Property and equipment, net

     811,052        747,613   

Other assets, net

     35,386        37,514   
  

 

 

   

 

 

 

Total assets

   $ 921,974      $ 897,701   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 2,055      $ 2,540   

Accounts payable to affiliates

     —          7   

Accrued expenses

     29,934        32,154   

Notes payable of assets held for sale

     —          15,076   

Current portion of notes payable

     23,022        33,664   

Current portion of deferred income and resident revenue

     13,844        14,603   

Current portion of capital lease and financing obligations

     1,074        1,054   

Federal and state income taxes payable

     —          219   

Customer deposits

     1,451        1,499   
  

 

 

   

 

 

 

Total current liabilities

     71,380        100,816   

Deferred income

     14,996        15,949   

Capital lease and financing obligations, net of current portion

     39,563        40,016   

Deferred taxes

     —          460   

Other long-term liabilities

     1,359        1,426   

Notes payable, net of current portion

     660,172        597,860   

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 – 29,502 and 29,097 in 2015 and 2014, respectively

     299        294   

Additional paid-in capital

     155,599        151,069   

Retained deficit

     (20,460     (9,255

Treasury stock, at cost – 350 shares

     (934     (934
  

 

 

   

 

 

 

Total shareholders’ equity

     134,504        141,174   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 921,974      $ 897,701   
  

 

 

   

 

 

 

See accompanying notes to unaudited consolidated financial statements.


CAPITAL/Page 9

 

CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited, in thousands, except per share data)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2015     2014     2015     2014  

Revenues:

        

Resident and healthcare revenue

   $ 101,588      $ 91,600      $ 200,228      $ 181,774   

Affiliated management services revenue

     —          207        —          415   

Community reimbursement revenue

     —          1,618        —          3,093   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     101,588        93,425        200,228        185,282   

Expenses:

        

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

     60,707        55,585        120,838        111,276   

General and administrative expenses

     5,718        4,651        10,731        9,622   

Facility lease expense

     15,298        14,889        30,554        29,683   

Stock-based compensation expense

     2,717        2,717        4,444        4,077   

Depreciation and amortization

     13,468        10,816        26,263        21,767   

Community reimbursement expense

     —          1,618        —          3,093   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     97,908        90,276        192,830        179,518   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     3,680        3,149        7,398        5,764   

Other income (expense):

        

Interest income

     11        16        24        28   

Interest expense

     (8,673     (7,393     (17,028     (14,530

Write-off of deferred loan costs and prepayment premiums

     —          (6,979     (871     (6,979

Joint venture equity investment valuation gain

     —          1,519        —          1,519   

Loss on disposition of assets, net

     (65     (14     (171     (10

Equity in earnings of unconsolidated joint ventures, net

     —          64        —          105   

Other income

     —          9        1        17   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before provision for income taxes

     (5,047     (9,629     (10,647     (14,086

Provision for income taxes

     (119     (190     (558     (380
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (5,166   $ (9,819   $ (11,205   $ (14,466
  

 

 

   

 

 

   

 

 

   

 

 

 

Per share data:

        

Basic net loss per share

   $ (0.18   $ (0.34   $ (0.38   $ (0.50
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net loss per share

   $ (0.18   $ (0.34   $ (0.38   $ (0.50
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding — basic

     28,705        28,298        28,636        28,222   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding — diluted

     28,705        28,298        28,636        28,222   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (5,166   $ (9,819   $ (11,205   $ (14,466
  

 

 

   

 

 

   

 

 

   

 

 

 


CAPITAL/Page 10

 

CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

 

     Six Months Ended
June 30,
 
     2015     2014  

Operating Activities

    

Net loss

   $ (11,205   $ (14,466

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

    

Depreciation and amortization

     26,263        21,767   

Amortization of deferred financing charges

     582        646   

Amortization of deferred lease costs and lease intangibles

     652        615   

Deferred income

     (131     (109

Write-off of deferred loan costs and prepayment premiums

     870        6,979   

Joint venture equity investment valuation gain

     —          (1,519

Loss on disposition of assets, net

     171        10   

Equity in earnings of unconsolidated joint ventures

     —          (105

Provision for bad debts

     544        372   

Stock-based compensation expense

     4,444        4,077   

Changes in operating assets and liabilities:

    

Accounts receivable

     (2,090     (1,554

Accounts receivable from affiliates

     2        4   

Property tax and insurance deposits

     1,500        1,931   

Prepaid expenses and other

     1,379        2,143   

Other assets

     208        (46

Accounts payable

     (492     (2,790

Accrued expenses

     (2,220     (2,726

Federal and state income taxes receivable/payable

     (529     (278

Customer deposits

     (48     136   

Deferred resident revenue

     (1,581     153   
  

 

 

   

 

 

 

Net cash provided by operating activities

     18,319        15,240   

Investing Activities

    

Capital expenditures

     (13,540     (7,887

Cash paid for acquisitions

     (74,710     (98,180

Proceeds from disposition of assets

     35,807        4   

Proceeds from SHPIII/CSL Transaction

     —          2,532   

Distributions from unconsolidated joint ventures

     —          102   
  

 

 

   

 

 

 

Net cash used in investing activities

     (52,443     (103,429

Financing Activities

    

Proceeds from notes payable

     102,332        231,122   

Repayments of notes payable

     (66,315     (125,917

Increase in restricted cash

     (10     (12

Cash payments for capital lease and financing obligations

     (433     (391

Cash proceeds from the issuance of common stock

     42        169   

Excess tax benefits on stock option exercised

     49        (82

Deferred financing charges paid

     (1,347     (2,377
  

 

 

   

 

 

 

Net cash provided by financing activities

     34,318        102,512   
  

 

 

   

 

 

 

Increase in cash and cash equivalents

     194        14,323   

Cash and cash equivalents at beginning of period

     39,209        13,611   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 39,403      $ 27,934   
  

 

 

   

 

 

 

Supplemental Disclosures

    

Cash paid during the period for:

    

Interest

   $ 16,112      $ 13,980   
  

 

 

   

 

 

 

Income taxes

   $ 1,020      $ 695   
  

 

 

   

 

 

 


CAPITAL/Page 11

 

Capital Senior Living Corporation

Supplemental Information

 

     Communities     Average
Resident Capacity
    Average Units  
     Q2 15     Q2 14     Q2 15     Q2 14     Q2 15     Q2 14  

Portfolio Data

            

I. Community Ownership / Management

            

Consolidated communities

            

Owned

     68        63        8,744        8,363        6,608        6,626   

Leased

     50        50        6,333        6,333        4,907        5,000   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     118        113        15,077        14,696        11,515        11,626   

Independent living

         7,090        7,597        5,512        6,191   

Assisted living

         7,987        7,099        6,003        5,435   
      

 

 

   

 

 

   

 

 

   

 

 

 

Total

         15,077        14,696        11,515        11,626   

II. Percentage of Operating Portfolio

            

Consolidated communities

            

Owned

     57.6     55.8     58.0     56.9     57.4     57.0

Leased

     42.4     44.2     42.0     43.1     42.6     43.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     100.0     100.0     100.0     100.0     100.0     100.0

Independent living

         47.0     51.7     47.9     53.3

Assisted living

         53.0     48.3     52.1     46.7
      

 

 

   

 

 

   

 

 

   

 

 

 

Total

         100.0     100.0     100.0     100.0


CAPITAL/Page 12

 

Capital Senior Living Corporation

Supplemental Information (excludes communities being repositioned/leased up)

Selected Operating Results

 

     Q2 15     Q2 14  

I. Owned communities

    

Number of communities

     65        60   

Resident capacity

     8,135        7,103   

Unit capacity

     6,159        5,700   

Financial occupancy (1)

     89.2     88.4

Revenue (in millions)

     53.1        43.8   

Operating expenses (in millions) (2)

     29.4        25.0   

Operating margin

     45     43

Average monthly rent

     3,221        2,899   

II. Leased communities

    

Number of communities

     49        49   

Resident capacity

     6,107        6,107   

Unit capacity

     4,766        4,839   

Financial occupancy (1)

     86.5     85.9

Revenue (in millions)

     44.0        43.3   

Operating expenses (in millions) (2)

     21.6        21.7   

Operating margin

     51     50

Average monthly rent

     3,555        3,469   

III. Consolidated communities

    

Number of communities

     114        109   

Resident capacity

     14,242        13,210   

Unit capacity

     10,925        10,540   

Financial occupancy (1)

     88.0     87.3

Revenue (in millions)

     97.1        87.1   

Operating expenses (in millions) (2)

     51.0        46.6   

Operating margin

     47     46

Average monthly rent

     3,364        3,157   

IV. Communities under management

    

Number of communities

     114        109   

Resident capacity

     14,242        13,861   

Unit capacity

     10,925        10,968   

Financial occupancy (1)

     88.0     87.3

Revenue (in millions)

     97.1        91.2   

Operating expenses (in millions) (2)

     51.0        48.9   

Operating margin

     47     46

Average monthly rent

     3,364        3,177   

V. Same communities under management

    

Number of communities

     105        105   

Resident capacity

     13,239        13,239   

Unit capacity

     10,341        10,421   

Financial occupancy (1)

     87.8     87.4

Revenue (in millions)

     90.6        88.7   

Operating expenses (in millions) (2)

     47.2        47.3   

Operating margin

     48     47

Average monthly rent

     3,327        3,246   

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

    

Second Quarter (3)

     4.8     4.2

First six months (3)

     4.7     4.5

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

    

Total fixed rate mortgage debt

     659,485        524,018   

Total variable rate mortgage debt

     20,272        65,222   

Weighted average interest rate

     4.64     4.74

 

(1) Financial occupancy represents actual days occupied divided by total number of available days during the month of the quarter.
(2) Excludes management fees, insurance and property taxes.
(3) Excludes transaction costs.


CAPITAL/Page 13

 

CAPITAL SENIOR LIVING CORPORATION

NON-GAAP RECONCILIATIONS

(In thousands, except per share data)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2015     2014     2015     2014  

Adjusted EBITDAR

  

     

Net income from operations

   $ 3,680      $ 3,149      $ 7,398      $ 5,764   

Depreciation and amortization expense

     13,468        10,816        26,263        21,767   

Stock-based compensation expense

     2,717        2,717        4,444        4,077   

Facility lease expense

     15,298        14,889        30,554        29,683   

Provision for bad debts

     280        134        544        372   

Casualty losses

     260        101        521        415   

Transaction and conversion costs

     876        754        1,463        1,241   

Communities being repositioned/leased up

     (872     (401     (1,354     (401
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDAR

   $ 35,707      $ 32,159      $ 69,833      $ 62,918   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDAR Margin

        

Adjusted EBITDAR

   $ 35,707      $ 32,159      $ 69,833      $ 62,918   

Total revenues

   $ 101,588      $ 93,425      $ 200,228      $ 185,282   

Communities being repositioned/leased up

     (4,428     (2,995     (8,783     (6,012
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted revenues

   $ 97,160      $ 90,430      $ 191,445      $ 179,270   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDAR margin

     36.8     35.6     36.5     35.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income and net income per share

        

Net loss

   $ (5,166   $ (9,819   $ (11,205   $ (14,466

Casualty losses, net of tax

     164        64        328        261   

Transaction and conversion costs, net of tax

     552        476        922        782   

Resident lease amortization, net of tax

     2,582        1,991        4,919        4,196   

Write-off of deferred loan costs and prepayment premium, net of tax

     —          4,397        549        4,397   

Joint venture equity investment valuation gain, net of tax

     —          (957     —          (957

Loss (Gain) on disposition of assets, net of tax

     41        9        110        6   

Deferred tax asset valuation allowance

     1,851        3,703        4,350        5,395   

Tax impact of 4 property sale

     9        —          291        —     

Communities being repositioned/leased up, net of tax

     215        153        705        604   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income

   $ 248      $ 17      $ 969      $ 218   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income per share

   $ 0.01      $ 0.00      $ 0.03      $ 0.01   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted shares outstanding

     28,707        28,301        28,638        28,228   

Adjusted CFFO and Adjusted CFFO per share

        

Net loss

   $ (5,166   $ (9,819   $ (11,205   $ (14,466

Non-cash charges, net

     17,068        19,689        33,395        32,733   

Recurring capital expenditures

     (1,095     (1,036     (2,182     (2,065

Casualty losses

     260        101        521        415   

Transaction and conversion costs

     876        754        1,463        1,241   

Tax impact of 4 property sale

     9        —          291        —     

Tax impact of Spring Meadows Transaction

     (106     (106     (212     (212

Communities being repositioned/leased up, net of tax

     (138     (10     152        318   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted CFFO

   $ 11,708      $ 9,573      $ 22,223      $ 17,964   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted CFFO per share

   $ 0.41      $ 0.34      $ 0.78      $ 0.64   
  

 

 

   

 

 

   

 

 

   

 

 

 

***



Capital Senior Living
Company Presentation
Exhibit 99.2


2
Forward-Looking Statements
The forward-looking statements in this presentation are subject to certain risks and uncertainties that
could cause results to differ materially, including, but not without limitation to, the Company’s ability to
complete the refinancing of certain of our wholly owned communities, realize the anticipated savings
related to such financing, find suitable acquisition properties at favorable terms, financing, licensing,
business conditions, risks of downturns in economic conditions generally, satisfaction of closing
conditions such as those pertaining to licensures, availability of insurance at commercially reasonable
rates and changes in accounting principles and interpretations among others, and other risks and factors
identified from time to time in our reports filed with the Securities and Exchange Commission
The Company assumes no obligation to update or supplement forward-looking statements in this
presentation that become untrue because of new information, subsequent events or otherwise.                           


3
Non-GAAP Financial Measures
Adjusted EBITDAR, Adjusted EBITDAR Margin, Adjusted Net Income and Adjusted CFFO are financial
measures of operating performance 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 amounts 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.  The
Company believes that these non-GAAP measures are useful in identifying trends in day-to-day
performance because they exclude items that are of little or no significance to operations and provide
indicators to management of progress in achieving optimal operating performance. In addition, these
measures are used by many research analysts and investors to evaluate the performance and the value of
companies in the senior living industry.  The Company strongly urges you to review the reconciliation of
net income from operations to Adjusted EBITDAR and Adjusted EBITDAR Margin and the reconciliation of
net loss to Adjusted Net Income and Adjusted CFFO, each of which is included at the end of the
Company’s earnings releases, along with the Company’s consolidated balance sheets, statements of
operations, and statements of cash flows.


4
Company Highlights
Value leader in geographically concentrated regions providing quality
seniors housing and care at reasonable prices
Well positioned to make meaningful gains in shareholder value
Substantially all private pay with strong cash flow generation
Industry benefits from need-driven demand, limited new supply and an
improving housing market and economy
Larger company economies of scale and proprietary systems that
yield operating efficiencies in highly fragmented industry
Executing on disciplined accretive growth initiatives through
acquisitions, conversions to higher levels of care, renovations and
refurbishments
Solid balance sheet


5
Company Overview
Capital Senior Living operates 119 communities in geographically
concentrated regions with the capacity to serve 15,200 residents
Number of residents by State
Greater than 2,000
500 -
2,000
Less than 500
As of July 31, 2015
Resident Capacity By State


6
Resident Demographics at CSU Communities
Average age of resident: 85 years
Average age of resident moving in: 82 years
Average
stay
period:
2-3
years
Percent of female residents: 80%
Resident turnover is primarily attributed to death or need for
higher care


7
Independent Living –
47% of Resident Capacity
Average 109 units per IL community with large common areas and
amenities
Supportive services, wellness programs, social, recreational and
educational events
Average monthly rate of $2,576
100% private pay
Average length of resident stay is 31 months
The Capital Advantage: Senior Living Options


8
The Capital Advantage: Senior Living Options
Assisted Living-
53% of Resident Capacity
Average 68 units per community
79% of communities offer AL
Assistance with activities of daily living including medication
reminders, bathing, dressing and grooming
Average monthly rate of $4,044
Substantially all private pay
Average length of resident stay is 24 months


9
The Capital Advantage: Need Driven Demand
U.S. population 75+ years old is estimated to be 12% of the population by
2030 compared to 6% in 2012
Only 1.3 million units serving a population of 18.9 million seniors
Current 6.9% penetration rate implies demand growth of 40,000 units per year
U.S. Seniors Population Trends (75+ years old)
15,000
17,500
20,000
22,500
25,000
27,500
30,000
32,500
35,000
2010
2015
2020
2025
2030
Source: 2010 Census Summary File 1 and U.S. Census Bureau, Population Division


10
The Capital Advantage: Limited New Supply
Source: NIC MAP Trends Senior Housing All Markets


11
The Capital Advantage: Senior Housing Occupancy Trends
Source: NIC MAP Trends All Markets Q2 15


12
The Capital Advantage: Competitive Strengths
Value leader in geographically concentrated regions
Experienced on-site, regional and corporate management
Larger company economies of scale and proprietary systems
that yield operating efficiencies in highly fragmented industry
Solid reputation in industry and 95% resident satisfaction
Straightforward private-pay business model
Solid balance sheet
Strong Board of Directors


13
The Capital Advantage: Strategy
Focus on our core strengths
Capitalize on competitive strengths within each of our regions
to maximize the cash flow and value of our communities and
our operations
Capitalize on the fragmented nature of the senior living
industry to strategically aggregate local and regional operators
in geographically concentrated regions
Increase levels of care through conversions to Assisted Living
or Memory Care units
Attract and retain the best talent in the senior living industry


14
2015 Business Plan
Focused on operations, marketing and growth to enhance
shareholder value through:
Organic growth, including the conversion of units to higher levels
of care and community renovations and refurbishment projects
Proactive expense management
Accretive acquisitions
Utilization of technology


15
2015 Business Plan: Organic Growth
Increase average rents
Each 3% increase generates $11.8M of revenue
Improve occupancies
Each 1% generates $4.0M of revenue, $2.8M of EBITDAR and $0.06
per share of CFFO
Convert units to higher levels of care
Cash flow value enhancing renovations and refurbishments
Continue to enhance sales and marketing initiatives


16
Conversions: Significant Increases in Occupancy, Revenue
and CFFO
Occupancy Prior to Conversions
(1)
IL
AL
Total
Total
Units
6,192
5,434
11,626
Occupied
Units
5,287
4,869
10,156
Occupancy %
85.4%
89.6%
87.4%
Planned IL to AL Conversions
IL
AL
Vacant
Units
(225)
225
At 90% Stabilized Occupancy
203
Incremental
Conversions
(175)
175
(1)
As of June 30, 2014 -
excludes
CCRC’s , Autumn Glen, and
Veranda Club
Occupancy After
Conversions
IL
AL
Total
Total
Units
5,792
5,834
11,626
Occupied Units
5,112
5,247
10,359
Occupancy %
88.3%
89.9%
89.1%
Annual Financial Impact
Incremental CFFO:
Approx. $0.20 per share


17
Significant Occupancy Improvement after Conversion
Number of
Units
Converted
Occupancy
prior to
Conversion
Occupancy
at end of
Q2 15
Third
Quarter 2014
Conversions
Waterford at
Edison Lakes
45
69.0%
92.2%
Waterford at Mansfield
45
84.5%
94.0%
Autumn Glen
49
56.3%
81.6%
Summit Point
35
95.4%
94.0%
Fourth
Quarter 2014
Conversions
Tesson Heights
65
77.7%
91.3%
Waterford at Oakwood
32
84.4%
100.0%


18
The Waterford at Thousand Oaks -
Renovations
New Entry Hall
New Dining Room
Old Entry Hall
Old Dining Room


19
The
Waterford
on
Huebner
-
Renovations
New Entry Hall
New Dining Room
Old Entry Hall
Old Dining Room


20
Community Portfolio Growth: 2010 to Present
25
32
48
59
67
65
69
45
49
50
50
50
50
50
7
3
3
3
0
25
50
75
100
125
2010
2011
2012
2013
2014
Q1 15
Current
Owned
Leased
Joint Venture
77
84
101
112
117
115
Owned %
32.5%
38.1%
47.5%
52.7%
57.3%
56.5%
58.0%
119


21
2015 Business Plan: External Growth
Strategic acquisitions of high quality senior living communities to
enhance geographic concentrations –
16.2% cash on cash returns
*Based on share count at time of transaction      (in millions except number of communities)
2011
2012
2013
2014
Jan –
July
2015
Combined
Purchase
Price
$83.4
$181.3
$150.4
$160.2
$88.0
$663.3
Communities
7
17
11
8
6
49
Units
551
1,367
881
819
478
4,096
Debt
$59.3
$129.5
$112.3
$119.7
$65.7
$486.5
Equity
$24.1
$51.8
$38.1
$40.5
$22.3
$176.8
First Year Revenue
$21.3
$49.1
$35.1
$36.4
$19.5
$161.4
First Year
EBITDAR
$7.3
$19.1
$14.1
$15.0
$7.7
$63.2
First Year Cash Flow from
Operations (CFFO)
$3.4
$9.1
$5.8
$6.7
$3.7
$28.7
First Year CFFO per share*
$0.13
$0.34
$0.20
$0.23
$0.13
$1.03


22
Key Metrics: Consistent Significant Growth
Revenue *
Adjusted  EBITDAR
($ In Millions)
($ In Millions)
$197
$257
$305
$343
$380
2010
2011
2012
2013
2014
* Excludes community reimbursement revenue and management services revenue
$69
$92
$110
$120
$133
2010
2011
2012
2013
2014
Adjusted EBITDAR Margin
Adjusted CFFO per share
32.4%
35.0%
35.4%
34.9%
35.9%
2010
2011
2012
2013
2014
$0.64
$0.91
$1.08
$1.33
$1.44
2010*
2011*
2012*
2013*
2014*
* Excludes prepaid resident rents and tax
savings related to cost segregation studies
of $0.25 in 2012 and $0.14 in 2013


23
Comparative Operating and Financial Metrics
Q2
15
Q2
14
% Increase
Total
Revenues
$
101.6
$ 93.4
8.7%
Adjusted EBITDAR
$
35.7
$ 32.2
11.0%
% Margin
36.8%
35.6%
Adjusted CFFO
$ 11.7
$ 9.6
22.3%
Adjusted CFFO Per Share
$ 0.41
$ 0.34
Note: EBITDAR and CFFO are as adjusted in press releases.


24
Balance Sheet
As of June 30, 2015 (in millions)
ASSETS
Cash and Securities
$ 51.7
Other Current Assets
23.8
Total Current Assets
75.5
Fixed Assets
811.1
Other Assets
35.4
TOTAL
ASSETS
$ 922.0
LIABILITIES
& EQUITY
Current
Liabilities
$ 71.4
Long-Term
Debt
660.2
Other
Liabilities
55.9
Total
Liabilities
787.5
Stockholders’ Equity
134.5
TOTAL
LIABILITIES &
EQUITY
$
922.0


25
Debt Overview : 100% Mortgage Debt
Debt Maturities
Weighted Average Interest Rate
(In thousands)
$627,624
$0
$0
$0
$43,660
$0
$8,472
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
2021 &
After
2020
2019
2018
2017
2016
2015
6.00%
5.79%
5.25%
5.25%
4.70%
4.64%
4.00%
4.50%
5.00%
5.50%
6.00%
6.50%
2010
2011
2012
2013
2014
2015
YTD
Average duration of debt is 8 years,
with approximately 92% of all debt
maturing in 2021 and after
Weighted Average Interest
Rate has decreased 136 bps
since 2010


26
Investment Highlights
Value
leader
in
geographically
concentrated
regions
Substantially all private pay
Need-driven
demand,
limited
new
supply
and
improving
housing
market
and
economy
Experienced
management
team
with
demonstrated
ability
to
operate,
acquire and
create
shareholder
value
Accretive
acquisitions
in
highly
fragmented
industry
Value-enhancing conversions to higher levels of care, renovations
and refurbishments
Strong cash flow generation
Solid balance sheet


Capital Senior Living
Company Presentation
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