8-K
Sonida Senior Living, Inc. (SNDA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANTTO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 6, 2020
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<br><br><br>Suite 300<br> <br>Dallas,Texas | 75254 |
| --- | --- |
| (Address of principal executive offices) | (Zip Code) |
(972) 770-5600
(Registrant’s telephone number, including area code)
Not applicable
(Formername 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))<br> |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br> |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>symbol(s) | Name of each exchange<br><br><br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | CSU | New York Stock Exchange |
| Item 2.02 | Results of Operations and Financial Condition. | |
| --- | --- |
On August 6, 2020, Capital Senior Living Corporation (the “Company”) announced its financial results for the second quarter ended June 30, 2020 by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1.
The information being furnished under Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
In the press release, the Company’s management utilizes Adjusted EBITDAR and Adjusted EBITDAR excluding COVID-19 impact as financial valuation measures and Adjusted Net Income (Loss), Adjusted Net Income (Loss) excluding COVID-19 impact, Adjusted CFFO and Adjusted CFFO excluding COVID-19 impact as financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with the Company’s results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.
The Company believes that presenting Adjusted EBITDAR excluding COVID-19 impact, Adjusted Net Income/(Loss) excluding COVID-19 impact, and Adjusted CFFO excluding COVID-19 impact is useful to investors to assess certain recent impacts of the COVID-19 pandemic on the Company’s financial position, results of operations and the non-GAAP financial valuation and performance measures that the Company has historically presented to investors.
Adjusted EBITDAR is a valuation measure commonly used by the Company’s management, research analysts and investors to value companies in the senior living industry. Since Adjusted EBITDAR excludes interest expense and rent expense, it allows the Company’s management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements. The Company believes Adjusted EBITDAR excluding COVID-19 impact is a valuable measure as it normalizes the impact of COVID-19 for valuation purposes.
The Company believes that Adjusted Net Income (Loss), Adjusted Net Income (Loss) excluding COVID-19 impact, Adjusted CFFO and Adjusted CFFO excluding COVID-19 impact are useful as performance measures in identifying trends in day-to-day operations because they exclude the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of the Company’s primary business. Adjusted Net Income (Loss), Adjusted Net Income (Loss) excluding COVID-19 impact, Adjusted CFFO and Adjusted CFFO excluding COVID-19 impact provide indicators to management of progress in achieving both consolidated and individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry.
The Company strongly urges investors to review on the last page of the press release the reconciliation of Net Loss to Adjusted EBITDAR and Adjusted EBITDAR excluding COVID-19 impact and the reconciliation of Net Income (Loss) to Adjusted Net Income (Loss), Adjusted Net Income (Loss) excluding COVID-19 impact, Adjusted CFFO and Adjusted CFFO excluding COVID-19 impact, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| *99.1 | Press Release dated August 6, 2020. |
|---|---|
| * | This exhibit to this Current Report on Form 8-K is not being filed but<br>is being furnished pursuant to Item 9.01. |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 6, 2020 | Capital Senior Living Corporation | |
|---|---|---|
| By: | /s/ Carey P. Hendrickson | |
| Name: | Carey P. Hendrickson | |
| Title: | Executive Vice President and<br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
| Investor Contact:<br><br><br>Carey Hendrickson, Chief Financial Officer<br><br><br>Phone: 1-972-770-5600<br><br><br>[email protected] |
|---|
FOR IMMEDIATE RELEASE
CAPITAL SENIOR LIVING CORPORATION
REPORTS SECOND QUARTER 2020
RESULTS
ProvidesUpdate Related to COVID-19
DALLAS – August 6, 2020 – Capital Senior Living Corporation (the “Company”) (NYSE: CSU), one of the nation’s largest operators of senior housing communities, announced today operating and financial results for the second quarter ended June 30, 2020.
Recent Highlights
| • | Consolidated occupancy declined 240 bps in the second quarter of 2020 as compared to the first quarter of 2020<br>due to the impacts of COVID-19. |
|---|---|
| • | The Company incurred $2.9 million of incremental COVID-19-related costs, which were mitigated by reductions in other expenses. |
| --- | --- |
| • | The Company entered into short-term forbearance agreements with certain lenders, which provided $5.7 million<br>of debt service payment deferrals in the second quarter of 2020. |
| --- | --- |
| • | Agreements reached with REIT partners in the first quarter of 2020 reduced facility lease expense, resulting in a<br>lesser Net Loss for the second quarter of 2020, which declined from $(47.2) million in the first quarter of 2020 to $(12.8) million in the second quarter of 2020, and a $0.8 million increase in Adjusted CFFO in the second quarter of 2020 as<br>compared to the first quarter of 2020. |
| --- | --- |
| • | As the next step in the Company’s plan to restructure its balance sheet, the Company initiated a process in<br>July 2020 which is intended to transfer the operations and ownership of 18 communities that are either underperforming or are in underperforming loan pools to Fannie Mae, the holder of non-recourse debt on<br>such communities. The transfer will reduce the Company’s debt by $216.3 million and improve annual cash flow by approximately $10 million. The Company is in negotiations with Fannie Mae related to an agreement that is intended to<br>assure the orderly transition of such communities. |
| --- | --- |
“During the second quarter we continued our intense operational focus on mitigating the effects of COVID-19 while remaining steadfast in our commitment to protect and care for our residents and employees,” said Kimberly S. Lody, President and Chief Executive Officer. “While occupancy declined during the second quarter, our physical occupancy trend improved each month, and in June we experienced positive net move-ins. In addition, our Adjusted CFFO increased sequentially in the second quarter due to reductions in facility lease expense, an outcome of the agreements reached with our REIT partners earlier this year.
“We announced today that we have made the decision to turn back 18 communities to Fannie Mae. These communities have been heavily impacted by the current COVID environment. With their unsustainably high debt load and generally difficult operating conditions, it did not make sense for us to continue incurring steep losses after debt service. While a difficult decision, turning back these communities to improve our operating performance and liquidity is in the best interest of the Company and its shareholders. We are working together with Fannie Mae to ensure a smooth transition of these communities to other operators.”
Ms. Lody, continued, “While we expect our financial results will continue to be impacted by the pandemic for the next several months, we believe that the strength of our operations teams, coupled with actions to improve our financial foundation, will further facilitate our operational turnaround as market conditions stabilize.”
Financial Results - Second Quarter
For the second quarter of 2020, the Company reported revenue of $101.5 million, compared with revenue of $113.1 million in the second quarter of 2019. The disposition of five communities during or since the second quarter of 2019 accounted for $5.8 million of the decrease, and the conversion of six formerly leased communities to management agreements effective March 1, 2020, accounted for $3.3 million of the decrease. Revenue in the second quarter of 2020 includes $0.5 million of COVID-19 relief related to Medicaid residents at one of our North Carolina communities. Total occupancy in the second quarter of 2020 was 77.6%, a decrease of 480 basis points as compared to the second quarter of 2019, largely due to the impacts of COVID-19. Monthly average rent was $3,749, an increase of 3.3% as compared to the second quarter of 2019. As compared to the first quarter of 2020, total occupancy declined 240 basis points in the second quarter.
Operating expenses for the second quarter of 2020 were $71.3 million, a decrease of $3.1 million as compared to the second quarter of 2019. The second quarter of 2019 included $3.9 million of operating expenses related to five communities disposed of during or since the second quarter of 2019 and $2.0 million for the six formerly leased communities that were converted to management agreements effective March 1, 2020. Also, the Company had $1.2 million in business interruption credits related to the Company’s two communities previously impacted by Hurricane Harvey in the second quarter of 2019 but did not have any such credits in the second quarter of 2020. Operating expenses for the second quarter of 2020 included $2.9 million of costs directly related to COVID-19, primarily for employee hazard pay, specialized sterilization services and personal protective equipment.
General and administrative expenses for the second quarter of 2020 were $6.5 million versus $6.6 million in the second quarter of 2019. Excluding transaction and conversion costs in both periods, general and administrative expenses decreased $0.8 million in the second quarter of 2020 versus the second quarter of 2019 due to lower healthcare claims under the Company’s self-insured healthcare plan. As a percentage of revenues under management, general and administrative expenses, excluding transaction and conversion costs, were 5.4% in the second quarter of 2020.
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Net loss for the second quarter of 2020 was $12.8 million as compared to $12.5 million for the second quarter of 2019.
Adjusted EBITDAR for the second quarter of 2020 was $23.9 million. Adjusted EBITDAR excluding COVID-19 relief and expenses was $26.3 million. Adjusted CFFO for the second quarter of 2020 was $0.5 million. Adjusted CFFO excluding COVID-19 relief and expenses was $2.9 million. (See “Non-GAAP Financial Measures” below).
Same Community Results
Same community results exclude the five non-core communities the Company has disposed of during or since the second quarter of 2019 and the six Healthpeak communities converted to management agreements effective March 1, 2020. Same-community results also exclude COVID-19 relief of $0.5 million and COVID-19 expenses of $2.9 million in the second quarter of 2020.
Same-community revenue in the second quarter of 2020 was $98.9 million, a decrease of 4.4% versus the second quarter of 2019, primarily due to the impact of COVID-19 on the Company’s occupancy in the second quarter of 2020. Same-community occupancy in the second quarter was 77.6%, a decrease of 460 basis points as compared to the second quarter of 2019 and average monthly rent was $3,729, an increase of 0.6% as compared to the second quarter of 2019. As compared to the first quarter of 2020, same-community occupancy declined 230 basis points in the second quarter.
Same-community operating expenses decreased 0.3% in the second quarter of 2020 versus the second quarter of 2019. Same store labor costs, including benefits, increased $2.1 million, or 4.9%, while all other expense categories declined $2.4 million on a combined basis. Contract labor decreased $1.4 million, with other significant decreases in food, advertising and promotion, repairs and maintenance, and supplies. Same-community net operating income decreased 13.9% in the second quarter of 2020 when compared with the second quarter of 2019. Same-community net operating income decreased $0.8 million, or 2.7%, in the second quarter of 2020 as compared to the first quarter of 2020.
COVID-19 Update
Since the onset of COVID-19, the Company has responded swiftly, thoughtfully and aggressively to the unprecedented challenges raised by the pandemic. The Company has relentlessly focused on the safety and wellbeing of its residents, employees and caregivers. In an effort to protect its residents and employees and slow the spread of COVID-19, and in response to quarantines, shelter-in-place orders and other limitations imposed by federal, state and local governments, the Company has restricted or limited access to its communities, including limitations on in-person prospective resident tours and, in certain cases, new resident admissions.
Access restrictions have resulted in declines in the occupancy levels at the Company’s communities, which has, and will continue to, negatively impact revenues and operating results in the near- to mid-term. During the second half of March, new resident leads, visits, and move-in activity began to decline compared to typical levels. This trend intensified in April and began to adversely impact occupancy as move-ins
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for the month of April were approximately 45% of average pre-COVID move-ins. The Company’s consolidated senior housing occupancy decreased from 79.9% at March 31, 2020, to 78.7% at April 30, 2020. While the number of move-ins increased by 51% in May as compared to April, move-ins for the month remained significantly lower than normal at approximately 68% of average pre-COVID move-ins. Occupancy declined to 77.4% at May 31, 2020. June move-ins returned to pre-COVID levels and exceeded move-outs for the month. Occupancy at June 30, 2020, increased to 77.7%.
During the COVID crisis, the Company has incurred significant additional operating costs and expenses in order to implement enhanced infection control protocols and otherwise care for its residents. In the second quarter of 2020, the Company incurred substantial costs for procurement of additional PPE, cleaning and disposable food service supplies, enhanced cleaning, infection control, environmental sanitation costs, and increased labor expenses for hazard pay at certain communities with COVID-19 positive residents. CSL has also incurred costs for COVID-19 testing of residents and employees. In total, the Company incurred approximately $2.9 million in incremental COVID costs in the second quarter and expects to continue to incur such incremental costs until the pandemic subsides. To mitigate these new expenses, the Company reduced spending on non-essential supplies, travel, and other discretionary items.
The Company received $0.5 million of COVID-19 relief funds from a North Carolina state Medicaid program in the second quarter. This program also provided $0.1 million to offset certain COVID-related expenses. The Company expects to receive funds from state Medicaid programs in Wisconsin and Nebraska in the third quarter, but the amounts are unknown. The Company has also applied for relief from a CARES Act provider relief fund for eligible Medicaid providers; if relief is granted, we would expect to receive such funds in the third quarter, but the amount of potential relief is unknown. The Company is utilizing the payroll tax deferral program under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (CARES Act) to defer the employer portion of payroll taxes from April 2020 through December 2020. One-half of the deferred payroll taxes will be due by December 2021, with the other half due by December 2022. In the second quarter of 2020, the Company deferred $2.7 million of payroll taxes under such program. The Company has also received debt service payment relief of $5.7 million in the second quarter of 2020 under short-term debt forbearance agreements with certain of its lenders.
Balance Sheet and Liquidity
The Company ended the second quarter with $28.8 million of cash and cash equivalents, including restricted cash. As of June 30, 2020, the Company financed its owned communities with mortgages totaling $921.7 million at interest rates averaging 4.6%. The majority of the Company’s debt is at fixed interest rates excluding three bridge loans totaling approximately $82.9 million, all with maturities in the fourth quarter of 2021, and approximately $50 million of long-term variable rate debt under the Company’s Master Credit Facility. The earliest maturity date for the Company’s fixed-rate debt is in 2022.
While the transfer of ownership decision related to 18 communities with Fannie Mae loans was made subsequent to June 30, debt of $216.3 million associated with such communities is classified as current on the June 30, 2020, balance sheet in accordance with GAAP.
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Q2 2020 Conference Call Information
The Company will host a conference call with senior management to discuss the Company’s second quarter 2020 financial results on Thursday, August 6, 2020, at 10:30 a.m. Eastern Time. To participate, dial 212-231-2914 (no passcode is required). A link to a simultaneous webcast of the teleconference will be available at www.capitalsenior.com.
For the convenience of the Company’s shareholders and the public, the conference call will be recorded and available for replay starting August 6, 2020, through August 13, 2020. To access the conference call replay, call 412-317-6671, passcode 21966938. The conference call will also be available for playback via the Company’s corporate website, https://www.capitalsenior.com/investor-relations/conference-calls/.
Non-GAAP Financial Measures of Operating Performance
Adjusted EBITDAR and Adjusted EBITDAR excluding COVID-19 impact are financial valuation measures and Adjusted Net Income/(Loss), Adjusted Net Income/(Loss) excluding COVID-19 impact, Adjusted CFFO and Adjusted CFFO excluding COVID-19 impact are financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with our results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financialresults and measures determined or calculated in accordance with GAAP.
The Company believes that presenting Adjusted EBITDAR excluding COVID-19 impact, Adjusted Net Income/(Loss) excluding COVID-19 impact, and Adjusted CFFO excluding COVID-19 impact is useful to investors to assess certain recent impacts of the COVID-19 pandemic on the Company’s financial position, results of operations and the non-GAAP financial valuation and performance measures that the Company has historically presented to investors.
Adjusted EBITDAR is a valuation measure commonly used by Company management, research analysts and investors to value companies in the senior living industry. Since Adjusted EBITDAR excludes interest expense and rent expense, it allows Company management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements. The Company believes Adjusted EBITDAR excluding COVID-19 impact is a valuable measure as it normalizes the impact of COVID-19 for valuation purposes.
The Company believes that Adjusted Net Income/(Loss), Adjusted Net Income/(Loss) excluding COVID-19 impact, Adjusted CFFO and Adjusted CFFO excluding COVID-19 impact are useful as performance measures in identifying trends in day-to-day operations because they exclude the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results
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of our primary business. Adjusted Net Income/(Loss), Adjusted Net Income/(Loss) excluding COVID-19 impact, Adjusted CFFO and Adjusted CFFO excluding COVID-19 impact provide indicators to management of progress in achieving both consolidated and individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry.
The Company strongly urges you to review the reconciliation of net loss to Adjusted EBITDAR and Adjusted EBITDAR excluding COVID-19 impact and the reconciliation of net income/(loss) to Adjusted Net Income/(Loss), Adjusted Net Income/(Loss) excluding COVID-19 impact, Adjusted CFFO and Adjusted CFFO excluding COVID-19 impact, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows. This is included on the last page of this press release.
About the Company
Dallas-based Capital Senior Living Corporation is one of the nation’s largest operators of independent living, assisted living and memory care communities for senior adults. The Company operates 124 communities that are home to more than 10,000 residents across 23 states and provide compassionate, resident-centric service and care as well as engaging programming. Capital Senior Living offers seniors the freedom and opportunity to successfully, comfortably and happily age in place. For more information, visit www.capitalsenior.com or connect with the Company on Facebook.
Safe Harbor
The forward-looking statements inthis release are subject to certain risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially, including, but not limited to, the continued spread ofCOVID-19, including the speed, depth, geographic reach and duration of such spread, new information that may emerge concerning the severity of COVID-19, the actionstaken to prevent or contain the spread of COVID-19 or treat its impact, the legal, regulatory and administrative developments that occur at the federal, state and local levels in response to the COVID-19 pandemic, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company’s response efforts; the impact of COVID-19 on the Company’s ability to continue as a going concern, the Company’s ability to generate sufficient cash flows from operations, additional proceeds from debt refinancings, and proceeds from thesale of assets to satisfy its short and long-term debt and lease obligations and to fund the Company’s capital improvement projects to expand, redevelop, and/or reposition its senior living communities; the Company’s ability to obtainadditional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures; the Company’s compliance with its debt and lease agreements, including certain financial covenants, and therisk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all; the risk of oversupply and increasedcompetition in the markets which the Company operates; the risk of increased competition for skilled workers due to wage pressure and changes in regulatory requirements; the departure of the Company’s key officers and personnel; the cost anddifficulty of complying with applicable licensure, legislative oversight, or regulatory changes; the risks associated with a decline in economic conditions generally; the adequacy and continued availability of the Company’s insurance policiesand the Company’s ability to recover any losses it sustains under such policies; changes in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company’s reports filed with theSecurities and Exchange Commission.
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For information about Capital Senior Living, visit www.capitalsenior.com.
Investor Contact Carey P. Hendrickson, Chief Financial Officer, at 972-770-5600 or [email protected].
Press Contact Susan J. Turkell at 303-766-4343 or [email protected].
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CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
| December 31,2019 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 25,460 | $ | 23,975 | ||
| Restricted cash | 3,382 | 13,088 | |||
| Accounts receivable, net | 8,832 | 8,143 | |||
| Federal and state income taxes receivable | 76 | 72 | |||
| Property tax and insurance deposits | 7,955 | 12,627 | |||
| Prepaid expenses and other | 5,823 | 5,308 | |||
| Total current assets | 51,528 | 63,213 | |||
| Property and equipment, net | 895,127 | 969,211 | |||
| Operating lease right-of-use assets, net | 12,068 | 224,523 | |||
| Deferred taxes, net | 76 | 76 | |||
| Other assets, net | 5,454 | 10,673 | |||
| Total assets | 964,253 | $ | 1,267,696 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | **** | ||||
| Current liabilities: | |||||
| Accounts payable | 8,776 | $ | 10,382 | ||
| Accrued expenses | 52,427 | 46,227 | |||
| Current portion of notes payable, net of deferred loan costs | 232,678 | 15,819 | |||
| Deferred income | 7,017 | 7,201 | |||
| Current portion of financing obligations | — | 1,741 | |||
| Current portion of lease liabilities | 20,336 | 45,988 | |||
| Federal and state income taxes payable | 647 | 420 | |||
| Customer deposits | 1,126 | 1,247 | |||
| Total current liabilities | 323,007 | 129,025 | |||
| Financing obligations, net of current portion | — | 9,688 | |||
| Lease liabilities, net of current portion | 645 | 208,967 | |||
| Notes payable, net of deferred loan costs and current portion | 685,081 | 905,637 | |||
| Commitments and contingencies | |||||
| Shareholders’ equity (deficit): | |||||
| Preferred stock, .01 par value: | — | — | |||
| Authorized shares — 15,000; no shares issued or outstanding | |||||
| Common stock, .01 par value: | |||||
| Authorized shares — 65,000; issued and outstanding shares 31,432 and 31,469 in 2020 and 2019,<br>respectively | 319 | 319 | |||
| Additional paid-in capital | 191,461 | 190,386 | |||
| Retained deficit | (232,830 | ) | (172,896 | ) | |
| Treasury stock, at cost — 494 shares in 2020 and 2019 | (3,430 | ) | (3,430 | ) | |
| Total shareholders’ equity (deficit) | (44,480 | ) | 14,379 | ||
| Total liabilities and shareholders’ equity (deficit) | 964,253 | $ | 1,267,696 |
All values are in US Dollars.
CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited, in thousands, except per share data)
| Three Months EndedJune 30, | Six Months Ended<br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Revenues: | ||||||||||||
| Resident revenue | $ | 99,442 | $ | 113,126 | $ | 205,058 | $ | 227,302 | ||||
| Management fees | 159 | — | 215 | — | ||||||||
| Community reimbursement revenue | 1,876 | — | 2,333 | — | ||||||||
| Total revenues | 101,477 | 113,126 | 207,606 | 227,302 | ||||||||
| Expenses: | ||||||||||||
| Operating expenses (exclusive of facility lease expense and depreciation and amortization expense<br>shown below) | 71,307 | 74,430 | 146,709 | 149,835 | ||||||||
| General and administrative expenses | 6,473 | 6,642 | 12,908 | 14,212 | ||||||||
| Facility lease expense | 6,520 | 14,238 | 17,308 | 28,473 | ||||||||
| Stock-based compensation expense | 478 | 1,638 | 1,074 | 660 | ||||||||
| Depreciation and amortization expense | 16,321 | 15,975 | 32,036 | 31,949 | ||||||||
| Long-lived asset impairment | — | — | 35,954 | — | ||||||||
| Community reimbursement expense | 1,876 | — | 2,333 | — | ||||||||
| Total expenses | 102,975 | 112,923 | 248,322 | 225,129 | ||||||||
| Other income (expense): | ||||||||||||
| Interest income | 15 | 57 | 69 | 114 | ||||||||
| Interest expense | (11,233 | ) | (12,602 | ) | (22,903 | ) | (25,166 | ) | ||||
| Write down of assets held for sale | — | — | — | (2,340 | ) | |||||||
| Gain on facility lease modification and termination, net | — | (97 | ) | 11,240 | (97 | ) | ||||||
| Loss on disposition of assets, net | — | 38 | (7,356 | ) | 38 | |||||||
| Other income | (8 | ) | (16 | ) | (7 | ) | 7 | |||||
| Loss from continuing operations before provision for income taxes | (12,724 | ) | (12,417 | ) | (59,673 | ) | (25,271 | ) | ||||
| Provision for income taxes | (29 | ) | (117 | ) | (261 | ) | (247 | ) | ||||
| Net loss from operations | $ | (12,753 | ) | $ | (12,534 | ) | $ | (59,934 | ) | $ | (25,518 | ) |
| Per share data: | ||||||||||||
| Basic net loss per share | $ | (0.42 | ) | $ | (0.41 | ) | $ | (1.97 | ) | $ | (0.85 | ) |
| Diluted net loss per share | $ | (0.42 | ) | $ | (0.41 | ) | $ | (1.96 | ) | $ | (0.85 | ) |
| Weighted average shares outstanding — basic | 30,592 | 30,279 | 30,502 | 30,191 | ||||||||
| Weighted average shares outstanding — diluted | 30,592 | 30,279 | 30,502 | 30,191 | ||||||||
| Comprehensive loss | $ | (12,753 | ) | $ | (12,534 | ) | $ | (59,934 | ) | $ | (25,518 | ) |
CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(unaudited, in thousands)
| Common Stock | AdditionalPaid-In<br>Capital | Retained<br>Deficit | Treasury<br>Stock | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | |||||||||||||||||
| Balance at December 31, 2018 | 31,273 | $ | 318 | $ | 187,879 | $ | (149,502 | ) | $ | (3,430 | ) | $ | 35,265 | |||||
| Adoption of ASC 842 | — | — | — | 12,636 | — | 12,636 | ||||||||||||
| Restricted stock awards (cancellations), net | (150 | ) | (2 | ) | 2 | — | — | — | ||||||||||
| Stock-based compensation | — | — | 1,638 | — | — | 1,638 | ||||||||||||
| Net loss | — | — | — | (12,984 | ) | — | (12,984 | ) | ||||||||||
| Balance at March 31, 2019 | 31,123 | $ | 316 | $ | 189,519 | $ | (149,850 | ) | $ | (3,430 | ) | $ | 36,555 | |||||
| Restricted stock awards (cancellations), net | 346 | 4 | (4 | ) | — | — | — | |||||||||||
| Stock-based compensation | — | — | 1,638 | — | — | 1,638 | ||||||||||||
| Net loss | — | — | — | (12,534 | ) | — | (12,534 | ) | ||||||||||
| Balance at June 30, 2019 | 31,469 | 320 | 191,153 | (162,384 | ) | (3,430 | ) | 25,659 | ||||||||||
| Balance at December 31, 2019 | 31,441 | $ | 319 | $ | 190,386 | $ | (172,896 | ) | $ | (3,430 | ) | $ | 14,379 | |||||
| Restricted stock awards (cancellations), net | (52 | ) | — | — | — | — | — | |||||||||||
| Stock-based compensation | — | — | 597 | — | — | 597 | ||||||||||||
| Net loss | — | — | — | (47,181 | ) | — | (47,181 | ) | ||||||||||
| Balance at March 31, 2020 | 31,389 | $ | 319 | $ | 190,983 | $ | (220,077 | ) | $ | (3,430 | ) | $ | (32,205 | ) | ||||
| Restricted stock awards (cancellations), net | 43 | — | — | — | — | — | ||||||||||||
| Stock-based compensation | — | — | 478 | — | — | 478 | ||||||||||||
| Net loss | — | — | — | (12,753 | ) | — | (12,753 | ) | ||||||||||
| Balance at June 30, 2020 | 31,432 | $ | 319 | $ | 191,461 | $ | (232,830 | ) | $ | (3,430 | ) | $ | (44,480 | ) |
CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Six months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Operating Activities | ||||||
| Net loss | $ | (59,934 | ) | $ | (25,518 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 32,036 | 31,949 | ||||
| Amortization of deferred financing charges | 931 | 857 | ||||
| Amortization of deferred lease costs and lease intangibles, net | — | 97 | ||||
| Deferred income | (51 | ) | 209 | |||
| Operating lease expense adjustment | (14,562 | ) | (2,457 | ) | ||
| Loss on disposition of assets, net | 7,356 | (38 | ) | |||
| Gain on facility lease modification and termination, net | (11,240 | ) | — | |||
| Long-lived asset impairment | 35,954 | — | ||||
| Write-down of assets held for sale | — | 2,340 | ||||
| Provision for bad debts | 1,409 | 1,613 | ||||
| Stock-based compensation expense | 1,074 | 660 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (1,576 | ) | (1,744 | ) | ||
| Property tax and insurance deposits | 2,671 | 2,233 | ||||
| Prepaid expenses and other | (16 | ) | (2,251 | ) | ||
| Other assets | (1,715 | ) | (745 | ) | ||
| Accounts payable | (193 | ) | (7,083 | ) | ||
| Accrued expenses | 6,217 | 1,207 | ||||
| Other liabilities | — | — | ||||
| Federal and state income taxes receivable/payable | 227 | (227 | ) | |||
| Deferred resident revenue | (55 | ) | (336 | ) | ||
| Customer deposits | (121 | ) | (15 | ) | ||
| Net cash used in operating activities | (1,588 | ) | 751 | |||
| Investing Activities | ||||||
| Capital expenditures | (8,081 | ) | (7,812 | ) | ||
| Proceeds from disposition of assets | 6,396 | 4,888 | ||||
| Net cash provided by (used in) investing activities | (1,685 | ) | (2,924 | ) | ||
| Financing Activities | ||||||
| Proceeds from notes payable | 2,881 | 5,268 | ||||
| Repayments of notes payable | (7,504 | ) | (11,905 | ) | ||
| Cash payments for financing obligations | (311 | ) | (538 | ) | ||
| Deferred financing charges paid | (14 | ) | (221 | ) | ||
| Net cash used in financing activities | (4,948 | ) | (7,396 | ) | ||
| Decrease in cash and cash equivalents | (8,221 | ) | (9,569 | ) | ||
| Cash and cash equivalents and restricted cash at beginning of period | 37,063 | 44,320 | ||||
| Cash and cash equivalents and restricted cash at end of period | $ | 28,842 | $ | 34,751 | ||
| Supplemental Disclosures | ||||||
| Cash paid during the year for: | ||||||
| Interest | $ | 16,907 | $ | 23,509 | ||
| Lease modification and termination | $ | 6,791 | $ | — | ||
| Income taxes | $ | 11 | $ | 505 |
Capital Senior Living Corporation
Supplemental Information
| Communities | Average Resident Capacity | Average Units | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Q2 20 | Q2 19 | Q2 20 | Q2 19 | Q2 20 | Q2 19 | |||||||||||||
| Portfolio Data | ||||||||||||||||||
| I. Community Ownership / Management | ||||||||||||||||||
| Consolidated communities | ||||||||||||||||||
| Owned | 79 | 82 | 10,055 | 10,629 | 7,634 | 8,189 | ||||||||||||
| Leased | 39 | 46 | 4,981 | 5,756 | 3,754 | 4,412 | ||||||||||||
| Third party communities managed | 6 | — | 549 | — | 476 | — | ||||||||||||
| Total | 124 | 128 | 15,585 | 16,385 | 11,864 | 12,601 | ||||||||||||
| Independent living | 6,251 | 6,879 | 4,266 | 4,872 | ||||||||||||||
| Assisted living | 9,334 | 9,506 | 7,598 | 7,729 | ||||||||||||||
| Memory Care | — | — | — | — | ||||||||||||||
| Total | 15,585 | 16,385 | 11,864 | 12,601 | ||||||||||||||
| II. Percentage of Operating Portfolio | ||||||||||||||||||
| Consolidated communities | ||||||||||||||||||
| Owned | 63.7 | % | 64.1 | % | 64.5 | % | 64.9 | % | 64.3 | % | 65.0 | % | ||||||
| Leased | 31.5 | % | 35.9 | % | 32.0 | % | 35.1 | % | 31.6 | % | 35.0 | % | ||||||
| Third party communities managed | 4.8 | % | 0.0 | % | 3.5 | % | 0.0 | % | 4.0 | % | 0.0 | % | ||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
| Independent living | 40.1 | % | 42.0 | % | 36.0 | % | 38.7 | % | ||||||||||
| Assisted living | 59.9 | % | 58.0 | % | 64.0 | % | 61.3 | % | ||||||||||
| Memory Care | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
Capital Senior Living Corporation
Supplemental Information
| Selected Operating Results | Q2 20 | Q2 19 | |||||
|---|---|---|---|---|---|---|---|
| I. Owned communities | |||||||
| Number of communities | 79 | 82 | |||||
| Resident capacity | 10,055 | 10,629 | |||||
| Unit capacity | 7,634 | 8,189 | |||||
| Financial occupancy (1) | 78.5 | % | 83.5 | % | |||
| Revenue (in millions) | 64.8 | 72.5 | |||||
| Operating expenses (in millions) (2) | 46.3 | 49.9 | |||||
| Operating margin | 29 | % | 31 | % | |||
| Average monthly rent | 3,601 | 3,534 | |||||
| II. Leased communities | |||||||
| Number of communities | 39 | 46 | |||||
| Resident capacity | 4,981 | 5,756 | |||||
| Unit capacity | 3,754 | 4,412 | |||||
| Financial occupancy (1) | 75.8 | % | 80.5 | % | |||
| Revenue (in millions) | 34.2 | 40.6 | |||||
| Operating expenses (in millions) (2) | 22.2 | 24.8 | |||||
| Operating margin | 35 | % | 39 | % | |||
| Average monthly rent | 4,001 | 3,814 | |||||
| III. Consolidated communities | |||||||
| Number of communities | 118 | 128 | |||||
| Resident capacity | 15,036 | 16,385 | |||||
| Unit capacity | 11,388 | 12,601 | |||||
| Financial occupancy (1) | 77.6 | % | 82.4 | % | |||
| Revenue (in millions) | 98.9 | 113.1 | |||||
| Operating expenses (in millions) (2) | 68.5 | 74.6 | |||||
| Operating margin | 31 | % | 34 | % | |||
| Average monthly rent | 3,730 | 3,630 | |||||
| IV. Communities under management | |||||||
| Number of communities | 124 | 128 | |||||
| Resident capacity | 15,585 | 16,385 | |||||
| Unit capacity | 11,864 | 12,601 | |||||
| Financial occupancy (1) | 78.0 | % | 82.4 | % | |||
| Revenue (in millions) | 102.1 | 113.1 | |||||
| Operating expenses (in millions) (2) | 70.6 | 74.6 | |||||
| Operating margin | 31 | % | 34 | % | |||
| Average monthly rent | 3,678 | 3,630 | |||||
| V. Same Store communities | |||||||
| Number of communities | 118 | 118 | |||||
| Resident capacity | 15,036 | 15,036 | |||||
| Unit capacity | 11,388 | 11,389 | |||||
| Financial occupancy (1) | 77.6 | % | 82.2 | % | |||
| Revenue (in millions) | 98.9 | 104.0 | |||||
| Operating expenses (in millions) (2) | 68.6 | 68.8 | |||||
| Operating margin | 31 | % | 34 | % | |||
| Average monthly rent | 3,729 | 3,705 | |||||
| VI. General and Administrative expenses as a percent of Total Revenues underManagement | |||||||
| Current Quarter (3) | 5.4 | % | 5.1 | % | |||
| Year to Date (3) | 5.2 | % | 5.1 | % | |||
| VII. Consolidated Debt Information (in thousands, except for interestrates) | |||||||
| (Excludes insurance premium financing) | |||||||
| Total fixed rate mortgage debt | 788,662 | 844,567 | |||||
| Total variable rate mortgage debt | 132,992 | 126,385 | |||||
| Weighted average interest rate | 4.53 | % | 4.86 | % |
(1) - Financial occupancy represents actual days occupied divided by total number of available days during the quarter.
(2) - Excludes management fees, provision for bad debts, and transaction and conversion costs.
(3) - Excludes transaction and conversion costs.
NOTE: Supplemental information for the second quarter of 2020 excludes COVID-19 revenue relief and COVID-19 costs, which total $0.5 million and $2.9 million, respectively, for all consolidated and same-store communities. COVID-19 revenue relief consists of the relief funds the Company received from a North Carolina state Medicaid program. COVID-19 costs consist of additional costs and expenses the Company incurred for the procurement of additional PPE, enhanced cleaning and sterilization services, cleaning and disposable food service supplies, and increased labor expenses for hazard pay.
CAPITAL SENIOR LIVING CORPORATION
NON-GAAP RECONCILIATIONS
(In thousands, except per share data)
| Three months ended June 30, | Six months ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Adjusted EBITDAR | ||||||||||||
| Net loss | (12,753 | ) | (12,534 | ) | (59,942 | ) | (25,518 | ) | ||||
| Depreciation and amortization expense | 16,321 | 15,975 | 32,036 | 31,949 | ||||||||
| Stock-based compensation expense | 479 | 1,638 | 1,075 | 660 | ||||||||
| Facility lease expense | 6,520 | 14,238 | 17,308 | 28,473 | ||||||||
| Provision for bad debts | 664 | 808 | 1,409 | 1,613 | ||||||||
| Interest income | (15 | ) | (57 | ) | (69 | ) | (114 | ) | ||||
| Interest expense | 11,233 | 12,602 | 22,903 | 25,166 | ||||||||
| Write-off of deferred loan costs and prepayment premiums | — | 97 | — | 97 | ||||||||
| Long-lived asset impairment | — | — | 35,954 | — | ||||||||
| Loss (gain) on lease related transactions, net | — | — | (11,240 | ) | 2,340 | |||||||
| Loss (gain) on disposition of assets, net | — | (38 | ) | 7,356 | (38 | ) | ||||||
| Other expense (income) | — | 16 | 7 | (7 | ) | |||||||
| Provision for income taxes | 29 | 117 | 261 | 247 | ||||||||
| Casualty losses | 241 | 257 | 664 | 525 | ||||||||
| Transaction and conversion costs | 1,048 | 328 | 2,216 | 960 | ||||||||
| Employee placement and separation costs | 112 | 534 | 202 | 1,896 | ||||||||
| Communities excluded due to repositioning/lease-up | — | (18 | ) | — | 37 | |||||||
| Adjusted EBITDAR | $ | 23,879 | $ | 33,963 | $ | 50,140 | $ | 68,286 | ||||
| COVID-19 relief revenue | (502 | ) | — | (502 | ) | — | ||||||
| COVID-19 expenses | 2,902 | — | 3,193 | — | ||||||||
| Adjusted EBITDAR excluding COVID-19 impact | $ | 26,279 | $ | 33,963 | $ | 52,831 | $ | 68,286 | ||||
| Adjusted revenues | ||||||||||||
| Total revenues | $ | 101,477 | $ | 113,126 | $ | 207,606 | $ | 227,302 | ||||
| COVID-19 relief revenue | (502 | ) | — | (502 | ) | — | ||||||
| Communities excluded due to repositioning/lease-up | — | (1,260 | ) | — | (2,550 | ) | ||||||
| Adjusted revenues | $ | 100,975 | $ | 111,866 | $ | 207,104 | $ | 224,752 | ||||
| Adjusted net loss and Adjusted net loss per share | ||||||||||||
| Net loss | (12,753 | ) | (12,534 | ) | (59,942 | ) | (25,518 | ) | ||||
| Casualty losses | 241 | 257 | 664 | 525 | ||||||||
| Transaction and conversion costs | 1,048 | 328 | 2,216 | 977 | ||||||||
| Employee placement and separation costs | 112 | 534 | 202 | 1,896 | ||||||||
| Write-off of deferred loan costs and prepayment premiums | — | 97 | — | 97 | ||||||||
| Write down of asset held for sale | — | — | — | 2,340 | ||||||||
| Long-lived asset impairment | — | — | 35,954 | — | ||||||||
| Loss (gain) on lease related transactions, net | — | — | (11,240 | ) | — | |||||||
| Loss (gain) on disposition of assets, net | — | (38 | ) | 7,356 | (38 | ) | ||||||
| Tax impact of Non-GAAP adjustments (25%) | (353 | ) | (295 | ) | (8,790 | ) | (1,449 | ) | ||||
| Deferred tax asset valuation allowance | — | 2,762 | — | 5,663 | ||||||||
| Communities excluded due to repositioning/lease-up | — | 594 | — | 1,277 | ||||||||
| Adjusted net loss | $ | (11,705 | ) | $ | (8,295 | ) | $ | (33,580 | ) | $ | (14,230 | ) |
| Diluted shares outstanding | 30,592 | 30,279 | 30,502 | 30,191 | ||||||||
| Adjusted net income (loss) per share | $ | (0.38 | ) | $ | (0.27 | ) | $ | (1.10 | ) | $ | (0.47 | ) |
| COVID-19 relief revenue | (502 | ) | — | (502 | ) | — | ||||||
| COVID-19 expenses | 2,902 | — | 3,193 | — | ||||||||
| Adjusted net loss excluding COVID-19 impact | $ | (8,803 | ) | $ | (8,295 | ) | $ | (30,387 | ) | $ | (14,230 | ) |
| Adjusted net income (loss) per share excluding COVID-19 impact | $ | (0.29 | ) | $ | (0.27 | ) | $ | (1.00 | ) | $ | (0.47 | ) |
| Adjusted CFFO | ||||||||||||
| Net loss | (12,753 | ) | (12,534 | ) | (59,942 | ) | (25,518 | ) | ||||
| Non-cash charges, net* | 13,034 | 17,400 | 59,449 | 35,230 | ||||||||
| Operating lease payment adjustment to normalize lease commitments | — | — | — | (910 | ) | |||||||
| Recurring capital expenditures | (1,136 | ) | (1,148 | ) | (2,272 | ) | (2,297 | ) | ||||
| Casualty losses | 241 | 257 | 664 | 525 | ||||||||
| Transaction and conversion costs | 1,048 | 328 | 2,216 | 977 | ||||||||
| Employee placement and separation costs | 112 | 534 | 202 | 1,896 | ||||||||
| Communities excluded due to repositioning/lease-up | — | 357 | — | 795 | ||||||||
| Adjusted CFFO | $ | 546 | $ | 5,194 | $ | 317 | $ | 10,698 | ||||
| COVID-19 relief revenue | (502 | ) | — | (502 | ) | — | ||||||
| COVID-19 expenses | 2,902 | — | 3,193 | — | ||||||||
| Adjusted CFFO excluding COVID-19 impact | $ | 2,946 | $ | 5,194 | $ | 3,008 | $ | 10,698 | ||||
| * | Non-cash charges, net, for the three and six months ended June 30, 2020, are exclusive of a one-time $6.5<br>million forfeiture of letters of credit associated with the Welltower Forbearance Agreement that was executed in the first quarter of 2020. | |||||||||||
| --- | --- |
NOTE: COVID-19 relief revenue consists of the relief funds the Company received from a North Carolina state Medicaid program. COVID-19 costs consist of additional costs and expenses the Company incurred for the procurement of additional PPE, enhanced cleaning and sterilization services, cleaning and disposable food service supplies, and increased labor expenses for hazard pay.