Form 8-K CAPITAL SENIOR LIVING For: May 03

May 3, 2016 4:43 PM EDT

 

 

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) May 3, 2016

 

 

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 May 3, 2016, Capital Senior Living Corporation (the “Company”) announced its financial results for the first quarter ended March 31, 2016 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 May 3, 2016.
*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: May 3, 2016     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 May 3, 2016.
*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 FIRST QUARTER 2016 RESULTS

DALLAS – (BUSINESS WIRE) – May 3, 2016 – 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 first quarter 2016. Company highlights for the first quarter include:

Operating and Financial Summary (all amounts in this operating and financial summary exclude three 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 first quarter of 2016, including all communities, was $109.2 million, a $10.5 million, or 10.7%, increase from the first quarter of 2015.

 

    Occupancy for the Company’s consolidated communities was 88.6% in the first quarter of 2016, an increase of 130 basis points from the first quarter of 2015 and a decrease of 60 basis points from the fourth quarter of 2015. Same-community occupancy was 88.5% for the first quarter of 2016, a 110 basis point increase from the first quarter of 2015 and a 40 basis point decrease from the fourth quarter of 2015.

 

    Average monthly rent for the Company’s consolidated communities in the first quarter of 2016 was $3,443, an increase of $150 per occupied unit, or 4.6%, as compared to the first quarter of 2015. Same-community average monthly rent was $3,399, an increase of $76 per occupied unit, or 2.3%, from the first quarter of 2015.

 

    Adjusted EBITDAR was $37.3 million in the first quarter of 2016, a 9.3% increase from the first quarter of 2015. The three communities undergoing repositioning, lease-up or significant renovation and conversion generated an additional $0.8 million of EBITDAR. The Company’s Adjusted EBITDAR margin was 35.6% for the first quarter of 2016.


CAPITAL/Page 2

 

    Adjusted Cash From Facility Operations (“CFFO”) was $11.7 million, or $0.41 per share, in the first quarter of 2016 compared to $10.5 million, or $0.37 per share, in the first quarter of 2015, an increase of 11.0%.

 

    The Company’s Net Loss for the first quarter of 2016, including all communities, was $6.0 million, or $0.21 per share, due mostly to non-cash amortization of resident leases of $3.5 million associated with communities acquired by the Company in the previous 12 months. Adjusted Net Loss was $0.8 million, or $0.03 per share, for the first quarter of 2016.

 

    As previously disclosed, the Company closed on the acquisition of five communities during the first quarter of 2016 for a combined purchase price of approximately $64.4 million. These communities expand the Company’s operations in Wisconsin and Florida, and are expected to generate incremental annual CFFO of approximately $0.11 per share.

 

    Subject to completion of due diligence and customary closing conditions, acquisitions of three additional communities totaling approximately $74 million are expected to close during the second quarter of 2016, which will bring the Company’s total acquisitions in 2016 to approximately $138.4 million.

“We continue to demonstrate the advantages of our clear and differentiated strategy to drive superior shareholder value as we successfully execute on our multiple avenues of growth,” said Lawrence A. Cohen, Chief Executive Officer of the Company. “Our focused execution produced growth in all of our key metrics in the first quarter as compared to the prior year, including revenue, occupancy, average monthly rent, NOI, Adjusted EBITDAR and Adjusted CFFO. Our conversions of independent living units to assisted living and memory care units also continue to show timely progress.

“Complementing this growth is a robust acquisition pipeline that allows us to increase our ownership of high-quality senior living communities in geographically concentrated regions and generates meaningful increases in CFFO, earnings and real estate value. We expect to close on the acquisition of three communities during the second quarter of 2016, and we continue to pursue additional opportunities.

“We believe that we are well positioned to create long-term shareholder value as a larger company with scale, competitive advantages and a substantially all private-pay business model in a highly-fragmented industry that benefits from long-term demographics, need-driven demand, limited competitive new supply in our local markets, a strong housing market and a growing economy.”

Recent Investment Activity

 

    As noted above and previously disclosed, the Company completed acquisitions of five senior living communities in the first quarter of 2016 for a combined purchase price of approximately $64.4 million. These communities expand the Company’s operations in Wisconsin and Florida, and are composed of 317 units offering assisted living services.


CAPITAL/Page 3

 

Combined highlights of the transactions include:

 

    Increases annual Adjusted CFFO by approximately $2.9 million, or $0.10 per share.

 

    Adds approximately $1.5 million to earnings, or $0.05 per share.

 

    Increases annual revenue by approximately $14.5 million.

 

    Average monthly rents for the communities are approximately $3,850.

The communities were financed with an aggregate of approximately $46.3 million of non-recourse 10-year mortgage debt at an average fixed interest rate of 4.4%.

 

    As noted above, acquisitions of three additional communities totaling approximately $74 million are expected to close by the end of the second quarter of 2016, subject to completion of due diligence and customary closing conditions, which will bring the Company’s total acquisitions in the first half of 2016 to approximately $138.4 million.

 

    The Company has a strong pipeline of near- to medium-term targets. With a strong reputation among sellers, the Company sources the majority of its acquisitions off-market and at attractive terms.

 

    Also as previously disclosed, the Company repurchased 144,315 shares at a weighted average price per share of $17.29, totaling approximately $2.5 million, during the first quarter of 2016. The Company has approximately $6.5 million remaining under its share repurchase authorization.

Financial Results - First Quarter

For the first quarter of 2016, the Company reported revenue of $109.2 million, compared to revenue of $98.6 million in the first quarter of 2015, an increase of 10.7%. Excluding the revenue of the five communities the Company sold during or since the first quarter of 2015 from all appropriate periods, revenues increased $12.0 million, or 12.3%, in the first quarter of 2016 as compared to the first quarter of 2015, mostly due to the acquisition of 14 communities during 2015 and the first quarter of 2016.


CAPITAL/Page 4

 

Operating expenses for the first quarter of 2016 were $66.5 million, an increase of $6.4 million from the first quarter of 2015, also primarily due to the acquisitions made during 2015 and the first quarter of 2016.

Revenue for consolidated communities excluding the three communities undergoing repositioning, lease-up or significant renovation and conversion increased 10.7% in the first quarter of 2016 as compared to the first quarter of 2015.

Net operating income for these communities increased 11.7% in the first quarter of 2016 as compared to the first quarter of 2015. These increases were achieved with fewer units available for lease in the first quarter of 2016 than the first quarter of 2015, exclusive of acquisitions, due to conversion and refurbishment projects currently in progress at certain communities.

General and administrative expenses for the first quarter of 2016 were $6.2 million, which includes $0.9 million of transaction and other one-time costs. Excluding transaction and other one-time costs from both periods, general and administrative expenses increased $0.8 million in the first quarter of 2016 as compared to the first quarter of 2015, $0.7 million of which was due to higher medical claims expense. As a percentage of revenues under management, general and administrative expenses, excluding transaction and other one-time costs, were 4.9% in the first quarter of 2016.

The Company’s Non-GAAP financial measures exclude three communities that are undergoing repositioning, lease-up of higher-licensed units or significant renovation and conversion (see “Non-GAAP Financial Measures” below).

Adjusted EBITDAR for the first quarter of 2016 was approximately $37.3 million, an increase of $3.2 million, or 9.3%, from the first quarter of 2015. This does not include EBITDAR of $0.8 million related to three communities undergoing repositioning, lease-up or significant renovation and conversion. The Adjusted EBITDAR margin for the first quarter of 2016 was 35.6%.

Adjusted CFFO was $11.7 million, or $0.41 per share, in the first quarter of 2016, an 11.0% increase from $10.5 million, or $0.37 per share, in the first quarter of the prior year.

The Company recorded a net loss of $6.0 million, or $0.21 per share, in the first quarter of 2016. Excluding non-recurring or non-economic items reconciled on the final page of this release, the Company’s adjusted net loss was $0.8 million, or $0.03 per share, in the first quarter of 2016.


CAPITAL/Page 5

 

Operating Activities

Same-community results exclude the three 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 first quarter of 2016 increased 2.3% versus the first quarter of 2015. Due to conversion and refurbishment projects currently in progress at certain communities, fewer units were available for rent in the first quarter of this year than the first quarter of last year. With a like number of units available in both years, same-community revenue would have increased approximately 3.5% in the first quarter of 2016 as compared to the first quarter of the prior year.

Same-community expenses increased 1.4% from the first quarter of the prior year. Labor costs, including benefits, increased 2.8% and food costs increased 0.9%, while utilities decreased 9.0%, all as compared to the first quarter of 2015. Same-community net operating income increased 3.7% in the first quarter of 2016 as compared to the first quarter of 2015. With a like number of units available in both years, same-community net operating income would have increased approximately 5.8% from the first quarter of the prior year.

Capital expenditures for the first quarter of 2016 were $13.8 million, representing approximately $12.5 million of investment spending and approximately $1.3 million of recurring capital expenditures. If annualized, spending for recurring capital expenditures was approximately $430 per unit.

Balance Sheet

The Company ended the quarter with $45.0 million of cash and cash equivalents, including restricted cash, a decrease of $24.2 million since December 31, 2015. During the first quarter of 2016, the Company invested $18.1 million of cash as equity to complete the acquisition of three communities and spent $13.8 million on capital improvements, which includes $2.3 million related to lease incentives for certain tenant leasehold improvements for which the Company expects to be reimbursed by its lessors. The Company received reimbursements totaling $0.9 million in the first quarter for capital improvements and expects to receive additional reimbursements as the remaining projects are completed.

As of March 31, 2016, the Company financed its owned communities with mortgages totaling $818.3 million at interest rates averaging 4.6%. All of the Company’s debt is at fixed interest rates, except for one bridge loan totaling approximately $11.8 million at March 31, 2016, which matures in the third quarter of 2017. The earliest maturity date for the Company’s fixed-rate debt is in 2021.


CAPITAL/Page 6

 

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

Q1 2016 Conference Call Information

The Company will host a conference call with senior management to discuss the Company’s first quarter 2016 financial results. The call will be held on Tuesday, May 3, 2016 at 5:00 p.m. Eastern Time. The call-in number is 913-312-1427, confirmation code 9231614. 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 May 3, 2016 at 8:00 p.m. Eastern Time, until May 12, 2016 at 8:00 p.m. Eastern Time. To access the conference call replay, call 719-457-0820, confirmation code 9231614. The conference call will also be made available for playback via the Company’s corporate website, www.capitalsenior.com, beginning May 4, 2016.

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 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 126 senior living communities in geographically concentrated regions with an aggregate capacity of approximately 15,800 residents.


CAPITAL/Page 7

 

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)

 

     March 31,     December 31,  
     2016     2015  
     (unaudited)        
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 31,808      $ 56,087   

Restricted cash

     13,163        13,159   

Accounts receivable, net

     10,118        9,254   

Property tax and insurance deposits

     9,967        14,398   

Prepaid expenses and other

     3,398        4,370   
  

 

 

   

 

 

 

Total current assets

     68,454        97,268   

Property and equipment, net

     953,352        890,572   

Other assets, net

     31,295        31,193   
  

 

 

   

 

 

 

Total assets

   $ 1,053,101      $ 1,019,033   
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 1,575      $ 3,362   

Accrued expenses

     32,962        34,300   

Current portion of notes payable, net of deferred loan costs

     13,480        13,634   

Current portion of deferred income and resident revenue

     15,628        16,059   

Current portion of capital lease and financing obligations

     1,201        1,257   

Federal and state income taxes payable

     289        111   

Customer deposits

     1,788        1,819   
  

 

 

   

 

 

 

Total current liabilities

     66,923        70,542   

Deferred income

     13,645        13,992   

Capital lease and financing obligations, net of current portion

     38,603        38,835   

Other long-term liabilities

     7,484        4,969   

Notes payable, net of deferred loan costs and current portion

     796,662        754,949   

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 29,940 and 29,539 in 2016 and 2015, respectively

     304        299   

Additional paid-in capital

     162,433        159,920   

Retained deficit

     (29,523     (23,539

Treasury stock, at cost – 494 and 350 shares in 2016 and 2015, respectively

     (3,430     (934
  

 

 

   

 

 

 

Total shareholders’ equity

     129,784        135,746   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 1,053,101      $ 1,019,033   
  

 

 

   

 

 

 

See accompanying notes to unaudited consolidated financial statements.


CAPITAL/Page 9

 

CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands, except per share data)

 

     Three Months Ended
March 31,
 
     2016     2015  

Revenues:

    

Resident revenue

   $  109,173      $  98,640   

Expenses:

    

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

     66,523        60,131   

General and administrative expenses

     6,248        5,013   

Facility lease expense

     15,205        15,256   

Stock-based compensation expense

     2,513        1,727   

Depreciation and amortization expense

     14,531        12,795   
  

 

 

   

 

 

 

Total expenses

     105,020        94,922   
  

 

 

   

 

 

 

Income from operations

     4,153        3,718   

Other income (expense):

    

Interest income

     16        13   

Interest expense

     (9,985     (8,355

Write-off of deferred loan costs and prepayment premiums

     —          (871

Loss on disposition of assets, net

     (31     (106

Other income

     —          1   
  

 

 

   

 

 

 

Loss before provision for income taxes

     (5,847     (5,600

Provision for income taxes

     (137     (439
  

 

 

   

 

 

 

Net loss

   $ (5,984   $ (6,039
  

 

 

   

 

 

 

Per share data:

    

Basic net loss per share

   $ (0.21   $ (0.21
  

 

 

   

 

 

 

Diluted net loss per share

   $ (0.21   $ (0.21
  

 

 

   

 

 

 

Weighted average shares outstanding — basic

     28,751        28,565   
  

 

 

   

 

 

 

Weighted average shares outstanding — diluted

     28,751        28,565   
  

 

 

   

 

 

 

Comprehensive loss

   $ (5,984   $ (6,039
  

 

 

   

 

 

 


CAPITAL/Page 10

 

CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

 

     Three Months Ended
March 31,
 
     2016     2015  

Operating Activities

    

Net loss

   $ (5,984   $ (6,039

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

    

Depreciation and amortization

     14,531        12,795   

Amortization of deferred financing charges

     278        306   

Amortization of deferred lease costs and lease intangibles

     (225     316   

Deferred income

     82        (58

Lease incentives

     868        —     

Write-off of deferred loan costs and prepayment penalties

     —          871   

Loss on disposition of assets, net

     31        106   

Provision for bad debts

     487        264   

Stock based compensation expense

     2,513        1,727   

Changes in operating assets and liabilities:

    

Accounts receivable

     476        (1,001

Accounts receivable from affiliates

     —          2   

Property tax and insurance deposits

     4,431        3,896   

Prepaid expenses and other

     972        1,860   

Other assets

     1,081        (226

Accounts payable

     (1,787     1,744   

Accrued expenses

     (1,301     (3,599

Federal and state income taxes payable

     178        307   

Deferred resident revenue

     (860     (496

Customer deposits

     (31     10   
  

 

 

   

 

 

 

Net cash provided by operating activities

     15,740        12,785   

Investing Activities

    

Capital expenditures

     (13,767     (5,503

Cash paid for acquisitions

     (64,750     (47,810

Proceeds from disposition of assets

     —          35,672   
  

 

 

   

 

 

 

Net cash used in investing activities

     (78,517     (17,641

Financing Activities

    

Proceeds from notes payable

     46,300        80,488   

Repayments of notes payable

     (4,457     (62,847

Increase in restricted cash

     (4     (5

Cash payments for capital lease obligations

     (288     (172

Cash proceeds from the issuance of common stock

     5        8   

Excess tax benefits on stock options

     —          111   

Purchases of treasury stock

     (2,496     —     

Deferred financing charges paid

     (562     (863
  

 

 

   

 

 

 

Net cash provided by financing activities

     38,498        16,720   
  

 

 

   

 

 

 

(Decrease) Increase in cash and cash equivalents

     (24,279     11,864   

Cash and cash equivalents at beginning of period

     56,087        39,209   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 31,808      $ 51,073   
  

 

 

   

 

 

 

Supplemental Disclosures

    

Cash paid during the period for:

    

Interest

   $ 9,551      $ 7,930   
  

 

 

   

 

 

 

Income taxes

   $ 23      $ 18   
  

 

 

   

 

 

 


CAPITAL/Page 11

 

Capital Senior Living Corporation    

Supplemental Information    

 

                 Average              
     Communities     Resident Capacity     Average Units  
     Q1 16     Q1 15     Q1 16     Q1 15     Q1 16     Q1 15  

Portfolio Data

            

I. Community Ownership / Management

            

Consolidated communities

            

Owned

     76        65        9,436        8,500        7,114        6,542   

Leased

     50        50        6,333        6,333        4,912        4,983   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     126        115        15,769        14,833        12,026        11,525   

Independent living

         6,792        6,993        5,312        5,695   

Assisted living

         8,977        7,840        6,714        5,830   
      

 

 

   

 

 

   

 

 

   

 

 

 

Total

         15,769        14,833        12,026        11,525   

II. Percentage of Operating Portfolio

            

Consolidated communities

            

Owned

     60.3     56.5     59.8     57.3     59.2     56.8

Leased

     39.7     43.5     40.2     42.7     40.8     43.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     100.0     100.0     100.0     100.0     100.0     100.0

Independent living

         43.1     47.1     44.2     49.4

Assisted living

         56.9     52.9     55.8     50.6
      

 

 

   

 

 

   

 

 

   

 

 

 

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    Q1 16     Q1 15  

I. Owned communities

    

Number of communities

     74        63   

Resident capacity

     8,891        7,955   

Unit capacity (1)

     6,712        6,124   

Financial occupancy (2)

     89.7     88.8

Revenue (in millions)

     60.6        50.9   

Operating expenses (in millions) (3)

     37.6        32.3   

Operating margin

     38     37

Average monthly rent

     3,356        3,124   

II. Leased communities

    

Number of communities

     49        49   

Resident capacity

     6,107        6,107   

Unit capacity (1)

     4,726        4,842   

Financial occupancy (2)

     86.9     85.3

Revenue (in millions)

     44.0        43.6   

Operating expenses (in millions) (3)

     24.7        24.3   

Operating margin

     44     44

Average monthly rent

     3,571        3,515   

III. Consolidated communities

    

Number of communities

     123        112   

Resident capacity

     14,998        14,062   

Unit capacity (1)

     11,438        10,966   

Financial occupancy (2)

     88.6     87.3

Revenue (in millions)

     104.6        94.5   

Operating expenses (in millions) (3)

     62.3        56.6   

Operating margin

     40     40

Average monthly rent

     3,443        3,293   

IV. Communities under management

    

Number of communities

     123        112   

Resident capacity

     14,998        14,062   

Unit capacity (1)

     11,438        10,966   

Financial occupancy (2)

     88.6     87.3

Revenue (in millions)

     104.6        94.5   

Operating expenses (in millions) (3)

     62.3        56.6   

Operating margin

     40     40

Average monthly rent

     3,443        3,293   

V. Same communities under management

    

Number of communities

     108        108   

Resident capacity

     13,527        13,527   

Unit capacity (1)

     10,448        10,568   

Financial occupancy (2)

     88.5     87.4

Revenue (in millions)

     94.3        92.1   

Operating expenses (in millions) (3)

     55.7        54.9   

Operating margin

     41     40

Average monthly rent

     3,399        3,323   

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

    

First quarter (4)

     4.9     4.6

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

    

Total fixed rate mortgage debt

     806,522        641,676   

Total variable rate mortgage debt

     11,800        20,272   

Weighted average interest rate

     4.6     4.6

 

(1) Due to conversion and refurbishment projects currently in progress at certain communities, unit capacity is lower in Q1 16 than Q1 15 for same communities under management, which affects all groupings of communities.
(2) Financial occupancy represents actual days occupied divided by total number of available days during the month of the quarter.
(3) Excludes management fees. (Note: Previous “Supplemental Information” reports also excluded insurance and property taxes.)
(4) Excludes transaction and conversion costs.


CAPITAL/Page 13

 

CAPITAL SENIOR LIVING CORPORATION

NON-GAAP RECONCILIATIONS

(In thousands, except per share data)

 

     Three Months Ended March 31,  
     2016     2015  

Adjusted EBITDAR

    

Net income from operations

   $ 4,153      $ 3,718   

Depreciation and amortization expense

     14,531        12,795   

Stock-based compensation expense

     2,513        1,727   

Facility lease expense

     15,205        15,256   

Provision for bad debts

     487        264   

Casualty losses

     265        261   

Transaction and conversion costs

     985        587   

Communities being repositioned/leased up

     (823     (482
  

 

 

   

 

 

 

Adjusted EBITDAR

   $ 37,316      $ 34,126   
  

 

 

   

 

 

 

Adjusted EBITDAR Margin

    

Adjusted EBITDAR

   $ 37,316      $ 34,126   

Total revenues

   $ 109,173      $ 98,640   

Communities being repositioned/leased up

     (4,449     (4,356
  

 

 

   

 

 

 

Adjusted revenues

   $ 104,724      $ 94,284   
  

 

 

   

 

 

 

Adjusted EBITDAR margin

     35.6     36.2
  

 

 

   

 

 

 

Adjusted net loss and net loss per share

    

Net loss

   $ (5,984   $ (6,039

Casualty losses, net of tax

     167        164   

Transaction and conversion costs, net of tax

     621        370   

Resident lease amortization, net of tax

     2,211        2,337   

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

     —          549   

Loss on disposition of assets, net of tax

     20        69   

Deferred tax asset valuation allowance

     1,891        2,499   

Tax impact of 4 property sale

     —          282   

Communities being repositioned/leased up, net of tax

     290        490   
  

 

 

   

 

 

 

Adjusted net (loss) income

   $ (784   $ 721   
  

 

 

   

 

 

 

Diluted shares outstanding

     28,751        28,568   
  

 

 

   

 

 

 

Adjusted net (loss) income per share

   $ (0.03   $ 0.03   
  

 

 

   

 

 

 

Adjusted CFFO and Adjusted CFFO per share

    

Net loss

   $ (5,984   $ (6,039

Non-cash charges, net

     18,565        16,327   

Lease incentives

     (868     —     

Recurring capital expenditures

     (1,140     (1,087

Casualty losses

     265        261   

Transaction and conversion costs

     985        587   

Tax impact of 4 property sale

     —          282   

Tax impact of Spring Meadows Transaction

     (106     (106

Communities being repositioned/leased up, net of tax

     (42     290   
  

 

 

   

 

 

 

Adjusted CFFO

   $ 11,675      $ 10,515   
  

 

 

   

 

 

 

Basic shares outstanding

     28,751        28,565   
  

 

 

   

 

 

 

Adjusted CFFO per share

   $ 0.41      $ 0.37   
  

 

 

   

 

 

 

***

Slide 1

Capital Senior Living Executing a Clear, Differentiated Strategy to Drive Superior Shareholder Value Exhibit 99.2


Slide 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.


Slide 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.


Slide 4

Table of Contents Executive Summary Key Investment Highlights Attractive Positioning in the Senior Living Market Compelling Strategy to Drive Shareholder Value Accomplished Leadership Team Focused on Execution Track Record of Strong Growth and Uniquely Positioned for Continued Success Conclusion


Slide 5

Executive Summary Long-term demographics, need-driven demand, limited competitive new supply and an improving housing market and economy Highly fragmented industry with significant opportunities for a scale player Operating in metro areas with supportive supply and demand dynamics; protected by barriers to entry Straight forward private-pay business model with highest percentage of wholly-owned locations and a track record for increasing occupancy and pricing Increase levels of care through conversion to Assisted Living or Memory Care units Capitalize on market fragmentation to strategically aggregate local and regional operators in geographically concentrated regions Senior management team with an average of 20+ years experience in the industry and a track record of driving shareholder value Operating team with an average of 32 years senior housing experience Highly engaged and independent Board with experience leading public companies in the healthcare and real estate industries As a group, directors and officers are among the top beneficial owners of CSU stock and are well aligned with our shareholders Attractive Positioning in the Senior Living Market 1 Compelling Strategy to Drive Shareholder Value 2 Accomplished Leadership Team Focused on Execution 3 Well positioned with the right strategy and leadership team


Slide 6

CSU Has Outperformed a Broad Peer Group, Including Through Recent Market Dislocation Source: FactSet as of April 29, 2016. Note: GEN data begins 5/15/2007 and SEM data begins 9/25/2009. (1)A part of Post-Acute Index. CSU S&P500 HLS SEM KND BKD FVE GEN Stock Price Performance


Slide 7

Attractive Positioning in the Senior Living Market 1


Slide 8

The Senior Living Market Offers Attractive Long Term Fundamentals... U.S. population 75+ years old is expected to increase from ~6% of total current population to 12% by 2030 Current penetration rate implies demand growth of ~40K units per annum 75% of the Independent Living market and 63% of the Assisted Living market is comprised of small players operating at a cost structure disadvantage (Population in thousands) 75% Expected Growth from 2014 to 2030 Top 10 Remaining Market Top 25 Clear opportunity for scale players to capture a disproportionate share of growth through organic initiatives and accretive acquisitions Source: 2010 Consensus Summary File 1, U.S. Census Bureau, Population Division , IBISWorld and Wall Street Research. U.S. Seniors Population Trends (75+ years old) Independent Living Companies Assisted Living Companies


Slide 9

Observations …and a Highly Constructive Current Operating Environment Estimated 70% of Americans who reach age 65 will need some form of long-term care in their lives for an average of three years Occupancy across the industry continues to strengthen while rents are near 7-year highs Source: Wall Street research and NIC data. Occupancy Across the Industry Strengthening Senior Housing Rent Growth Nearing 7 Year Highs Senior Housing IL AL Occupancy Rate YoY Rent Growth


Slide 10

Best-In-Class Shareholder Returns and Premium Valuation Last Five Years Total Shareholder Returns AEV / 2016E EBITDAR CSU has delivered a total shareholder return of +116% over the last five years, significantly exceeding returns of the S&P 500 (+69%) and key peers (which delivered negative returns over the same time period) Despite the fact that only ~50% include acquisitions, Wall Street Analysts expect CSU to deliver leading EBITDAR growth over the coming two years CSU +116% S&P 500 +69% BKD (32%) FVE (71%) Post-Acute Index 9.3% 4.8% 1.4% 7.2% ’15A – ‘17E EBITDAR CAGR Source: Company filings and FactSet as of April 29, 2016. Note: Adjusted EV assumes 10x rent expense. Total shareholder return represents stock price appreciation plus dividend reinvestment. (1)Represents market cap weighted average of HLS, GEN, KND and SEM; pro forma for recently announced acquisitions and divestitures. (1)


Slide 11

Compelling Strategy to Drive Shareholder Value 2


Slide 12

CSU Benefits from Multiple Avenues for Growth Core Organic Growth Conversions Accretive Acquisitions Occupancy improvement where opportunity exists Increasing average rents through level of care charges, markets rents and in-house rent increases Proactive expense management Cash flow enhancing renovations and refurbishments Conversion of selected units to higher levels of care—Assisted Living and Memory Care units Drives notable occupancy, revenue and NOI improvement, and significant impact on CFFO per share The Company has achieved significant cost synergies and first year cash-on-cash returns in excess of 16% on recent acquisitions With a strong reputation among sellers, CSU sources the majority of acquisitions off market and at attractive terms Strong pipeline of near- to medium-term targets No need to access public capital markets


Slide 13

Core Organic Growth Driven by Occupancy, Pricing Improvements and Cost Containment Increasing Occupancy and Average Monthly Rent Trends Rent Management Initiatives Expense Management Initiatives Focus on occupancy improvement through marketing and price initiatives at communities with occupancy below 90% Increase average rent through level of care charges, market rents and in-house rent increases: Effective Sep 1, 2015, increased market rents by 3% on all communities with occupancies 93% or greater Increased market level of care charges by 10% on Sep 1, 2015 and in house on Oct 1, 2015 Effective Jan 1, 2016, increased market rents by 3% on all communities; in-house rents increased by 3% on resident one-year anniversary dates The Company maintains best-in-class operating margins of ~41% Selected initiatives include: Group Purchasing Program discounts through Premier GPO, including US Food program (average savings of 16.5% for past 4.5 years) Fixed discounted electricity rates of $0.05 per KWH through 2019 in Ohio and 2020 in Texas Spenddown sheet tied to reduction in expenses based on occupancy and billing compared to budget Average Rent Occupancy %


Slide 14

Conversions Drive Significant Occupancy Improvements and CFFO per Share Accretion History of Driving Significant Occupancy Improvements Through Accretive Conversions Have Completed 500 Conversions and Identified 200 Incremental Units for Conversion Occupancy CFFO per Share Accretion Pre-Conversion 1Q 2016 400 Units Completed by 2Q 2015 100 Units Completed by 4Q 2015 200 Units To Be Converted During 2016 400 units completed by 2Q 2015 CFFO Accretion Due to Conversions (1)Based on 2Q 2014 LTM CFFO per Share of $1.40. (1) Revenue + 13.0% NOI + 17.2% (1Q16 vs. 1Q15) +7.1 %-age pts


Slide 15

Track Record of Executing Highly Accretive Acquisitions and a Robust Pipeline for the Future Year 1 Cash-On-Cash Returns With a positive reputation among sellers and ability to offer certainty of closing, CSU is able to source the majority of its acquisitions on a bilateral basis Pipeline allows for ~$150 million of highly accretive acquisitions per annum over the near- to medium-term Over the past ~5 years, CSU has capitalized on the fragmented nature of the market to complete the acquisitions of 57 communities for a total of ~$803 million Due to attractive terms and significant synergies, the Company has realized an average first year cash-on-cash return of approximately 16% 2011 – 2015 Acquisitions by Type (1)Represents January 2011 to 2016 YTD. (1) Total Purchase Price ($mm) $83.4 $181.3 $150.4 $160.2 $162.5 $64.4 Communities 7 17 11 8 9 5 Units 551 1,367 881 819 791 317


Slide 16

Transformation: Wholly-Owned Portfolio Growth Owned % 32.5% 60.3% 77 Total Properties 126 Total Properties As of May 3, 2016


Slide 17

Accomplished Leadership Team Focused on Execution 3


Slide 18

CSU’s Experienced and Accomplished Management Team has Delivered the Company’s Leading Results… Larry Cohen Chief Executive Officer Served as CEO since May 1999 and CFO from November 1996 to May 1999 From 1991 to 1996, Mr. Cohen was President and CEO of Paine Webber Properties Inc. Founding member and Chairman of the American Seniors Housing Association A licensed attorney and CPA, Mr. Cohen received an LL.M. in Taxation from NYU School of Law, a JD from St. John’s University School of Law, and a BBA in Accounting from The George Washington University Name / Title Biography Keith Johannessen President and Chief Operating Officer Served as President since 1994 and COO since 1999. Previously served as EVP from 1993 to 1994 Joined Life Care Services Corp. in 1978 and then Oxford Retirement Services, Inc. as EVP Served on the State of the Industry and Model Assisted Living Regulations Committees of the American Seniors Housing Association Carey Hendrickson Senior Vice President and Chief Financial Officer Joined the Company as SVP and CFO in May 2014 Previously served at Belo Corp in various executive positions including as SVP/CFO and Treasurer Mr. Hendrickson graduated cum laude with a BBA in Accounting from Baylor University. He is an honors graduate of the University of Texas at Arlington, where he earned his MBA David Brickman Senior Vice President, Secretary and General Counsel Has served as VP and General Counsel since 1992 and has served as Secretary since 2007 From 1989 to 1992, David served as in-house counsel with LifeCo Travel Management Co. David has also earned an MBA and a Masters in Health Administration. He currently serves on the Board of Advisors for the Southern Methodist University Corporate Counsel Symposium David has either practiced law or performed in-house counsel functions for 28 years


Slide 19

Highly Qualified and Engaged Board of Directors With Unmatched Industry Experience CSU has best-in-class Board composition Board Member Affiliation Notable Experience Lawrence A. Cohen CEO and Vice Chairman · CEO and Vice Chairman of Capital Senior Living · Founding member and Chairman of the American Seniors Housing Association Keith N. Johannessen COO and President · COO and President of Capital Senior Living · Experience in operational aspects of senior housing for 37 years Philip A. Brooks Independent Director · Principal Investor and Managing Partner of Select Living, LLC · O ver 20 years experience in the real estate finance industry Kimberly S. Lody Independent Director · President of GN ReSound · Over 20 years of sales and marketing experience in the U.S. healthcare industry E. Rodney Hornbake Independent Director · Managing Partner of Essex Internal Medicine · S erves as a Medical Director at Senior Whole Health, LLC and is a Board - certified Internist Jill M. Krueger Independent Director · CEO and President of Symbria · R esponsible for the oversight of five rehabilitative and fitness companies serving seniors Ronald A. Malone Independent Director · Former Chairman and CEO of Gentiva · 30 years experience leading healthcare and human capital orgs James A. Moore Chairman / Independent Director · Chairman of CSU and Board Member of Atlantic Shores · O ver 40 years of industry experience and conducted over 1,800 senior living consulting engagements Michael W. Reid Independent Director · Partner at Herald Square Properties · 34 years of investment banking and real estate experience


Slide 20

Track Record of Strong Growth and Uniquely Positioned for Continued Success


Slide 21

Strategy and Execution Have Delivered Strong Growth Revenue (1) Adjusted EBITDAR ($ In Millions) ($ In Millions) Adjusted EBITDAR Margin Adjusted CFFO per Share (2) 20.7% CAGR 15.8% CAGR 15.9% CAGR Excludes community reimbursement revenue and management services revenue. (2)Excludes prepaid resident rent and tax savings related to cost segregation studies of $0.25 in 2012 and $0.14 in 2013.


Slide 22

Healthy Balance Sheet to Support Future Initiatives Assets Cash and Securities $ 45.0 Other Current Assets 23.5 Total Current Assets 68.5 Fixed Assets 953.4 Other Assets 31.2 Total Assets $ 1,053.1 Liabilities & Equity Current Liabilities $ 66.9 Long-Term Debt 796.7 Other Liabilities 59.7 Total Liabilities 923.3 Stockholders’ Equity 129.8 Total Liabilities & Equity $ 1,053.1 As of March 31, 2016 (in millions)


Slide 23

Debt Maturities Weighted Average Interest Rate CSU has ample financial capacity to pursue all initiatives contemplated under its growth strategy No near term debt maturities Acquisitions typically financed at 75% LTV Renewed $10 million share repurchase authorization underscores commitment to shareholder value creation and offers another avenue to deploy capital Average duration of debt is 8.1 years, with approximately 99% of all debt maturing in 2021 and after (In thousands) Weighted Average Interest Rate has decreased 140 bps since 2010 CSU’s debt is compromised solely of mortgage debt at highly attractive rates and coverages Availability of Attractive Financing for Growth Initiatives


Slide 24

Strategy Poised to Deliver ~50% EBITDAR Growth and 20%+ Annual CFFO per Share Growth CAGR: 20%+ Note: This chart illustrates the potential financial impact of successful execution of our strategic plan; it is not intended as financial guidance. Please see Capital Senior Living’s disclosure related to forward-looking statements. Defined path to grow EBITDAR by approximately 50%, or $75 million, through 2018 CFFO per Share


Slide 25

Conclusion


Slide 26

CSU has a Clear and Differentiated Strategy to Drive Industry-Leading Growth and Superior Shareholder Value Long-term demographics, need-driven demand, limited competitive new supply and an improving housing market and economy Highly fragmented industry with significant opportunities for a scale player Operating in metro areas with supportive supply and demand dynamics; protected by barriers to entry Straight forward private-pay business model with highest percentage of wholly-owned locations and a track record for increasing occupancy and pricing Increase levels of care through conversion to Assisted Living or Memory Care units Capitalize on market fragmentation to strategically aggregate local and regional operators in geographically concentrated regions Senior management team with an average of 20+ years experience in the industry and a track record of driving shareholder value Operating team with an average of 32 years senior housing experience Highly engaged and independent Board with experience leading public companies in the healthcare and real estate industries As a group, directors and officers are among the top beneficial owners of CSU stock and are well aligned with our shareholders Attractive Positioning in the Senior Living Market 1 Compelling Strategy to Drive Shareholder Value 2 Accomplished Leadership Team Focused on Execution 3 Well positioned with the right strategy and leadership team



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