UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 14, 2010

Capital Senior Living Corporation
(Exact name of registrant as specified in its charter)
         
Delaware   1-13445   75-2678809
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
14160 Dallas Parkway
Suite 300
Dallas, Texas
  75254
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (972) 770-5600
 
 
(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:

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

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

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

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

 
 

 

1

 

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

(e)

On April 14, 2010, Capital Senior Living Corporation (the “Company”) entered into amendments (collectively, the “Amendments”) to each of the employment agreements for Lawrence A. Cohen, the Company’s Chief Executive Officer, Keith N. Johannessen, the Company’s President and Chief Operating Officer, and Ralph A. Beattie, the Company’s Chief Financial Officer. Pursuant to the Amendments, which are effective January 1, 2010 and were approved by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), the annual base salaries of Messrs. Cohen, Johannessen and Beattie, will be $636,366, $375,006 and $350,115, respectively, subject to annual adjustment. The Amendments were entered into in connection with the Compensation Committee’s periodic review and assessment of the compensation of the Company’s executive officers and reflect the Company’s 2010 Incentive Compensation Plan, which eliminated quarterly bonus awards for achieving quarterly EPS goals with a corresponding increase in base salaries.

The forgoing description of the Amendments is not complete and is qualified in its entirety by reference to the Amendments, as applicable, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3 for Messrs. Cohen, Johannessen, and Beattie, respectively, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 19, 2010, the Company announced that Midwest Portfolio Holdings, L.P. a joint venture in which the Company held an 11% partnership interest (“Midwest I”), has sold five senior living communities to Health Care REIT, Inc. (“HCN”). Upon the closing of the sale, the Company leased the communities from HCN pursuant to triple net operating leases with an initial term of 15 years, with one 15-year renewal option. The Company previously managed the five communities in Midwest I under long-term management agreements. The full text of the press release issued by the Company in connection with the announcement is attached hereto as Exhibit 99.1.

Also, attached hereto as Exhibit 99.2 is an updated slideshow presentation of the Company.

The information being furnished under this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 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 shall be expressly set forth by specific reference in such a filing. The press release and presentation 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, the Company’s management utilized non-GAAP financial measures, including adjusted EBITDAR, adjusted CFFO, adjusted CFFO per share and other items. These non-GAAP financial measures are used by management to evaluate financial performance and resource allocation for its facilities and for the Company as a whole. These measures are commonly used as an analytical indicator within the senior housing industry, and also serve as a measure of leverage capacity and debt service ability. The Company has provided this information in order to enhance investors overall understanding of the Company’s financial performance and prospects. In addition, because the Company has historically provided this type of information to the investment community, the Company believes that including this information provides consistency in its financial reporting.

 

2

 

These non-GAAP financial measures should not be considered as measures of financial performance under generally accepted accounting principles, and items excluded from them are significant components in understanding and assessing financial performance. These measures should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing, or financing activities, earnings per share or other financial statement data presented in the consolidated financial statements as an indicator of financial performance or liquidity. Because these measures are not measurements determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, these measures as presented may not be comparable to other similarly titled measures of other companies.

By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of the information being furnished under this Item 7.01 and Exhibits 99.1 and 99.2 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 the press release or presentation that become untrue because of new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

     
Exhibit No.   Description
10.1
  Fourth Amendment to the Employment Agreement of Lawrence A. Cohen
10.2
  Second Amendment to the Employment Agreement of Keith N. Johannessen
10.3
  Second Amendment to the Employment Agreement of Ralph A. Beattie
99.1
  Press Release, dated April 19, 2010, regarding Closing of Five Community Lease Transaction
99.2
  Capital Senior Living Corporation Updated Slideshow Presentation.

 

3

 

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: April 19, 2010

Capital Senior Living Corporation

By: /s/ David R. Brickman                                                          
Name: David R. Brickman
Title: Vice President and General Counsel

 

4

 

EXHIBIT INDEX

     
Exhibit No.   Description
10.1
  Fourth Amendment to the Employment Agreement of Lawrence A. Cohen
10.2
  Second Amendment to the Employment Agreement of Keith N. Johannessen
10.3
  Second Amendment to the Employment Agreement of Ralph A. Beattie
99.1
  Press Release, dated April 19, 2010, regarding Closing of Five Community Lease Transaction
99.2
  Capital Senior Living Corporation Updated Slideshow Presentation.

 

5

Exhibit 10.1
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
OF LAWRENCE A. COHEN
This fourth amendment (the “Amendment”) to the Employment Agreement of Lawrence A. Cohen is entered into effective as of January 1, 2010, by and between Capital Senior Living Corporation (the “Company”) and Lawrence A. Cohen (“Employee”).
WHEREAS, the Company and Employee entered into the Employment Agreement effective June 1, 1999, as amended by the Amendment to Employment Agreement dated June 1, 2002, and the Second Amendment to Employment Agreement dated January 16, 2003, and the Third Amendment to Employment Agreement dated February 11, 2004 (the “Employment Agreement”), and
WHEREAS, the Company and Employee desire to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
  1.  
Paragraph 4(A) shall be deleted in its entirety and the following Paragraph shall be added in its place: “Effective January 1, 2010, CSL shall pay to Employee a base salary of an annual rate of not less than $636,366 per annum, subject to annual adjustment on the anniversary of the Employment Commencement Date and paid in approximately equal installments no less frequently than semi-monthly. An annual bonus shall be paid as determined by the Compensation Committee. The Company shall deduct from Employee’s compensation all applicable local, state, Federal or foreign taxes, including, but not limited to, income tax, withholding tax, social security tax and pension contributions (if any).”
IN WITNESS WHEREOF, this Amendment has been duly executed on the 14 day of April, 2010.
         
  COMPANY: CAPITAL SENIOR LIVING CORPORATION
  		 
  By:   /s/ David R. Brickman, VP  
 
  EMPLOYEE:
  		 
  By:   /s/ Lawrence A. Cohen    
    Lawrence A. Cohen  

 

 

Exhibit 10.2
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
OF KEITH N. JOHANNESSEN
This second amendment (the “Amendment”) to the Employment Agreement of Keith N. Johannessen is entered into effective as of January 1, 2010, by and between Capital Senior Living Corporation (the “Company”) and Keith N. Johannessen (“Employee”).
WHEREAS, the Company and Employee entered into the Employment Agreement effective June 1, 1999, as amended by the First Amendment to Employment Agreement dated January 16, 2003 (the “Employment Agreement”), and
WHEREAS, the Company and Employee desire to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
  1.  
Paragraph 4(A) shall be deleted in its entirety and the following Paragraph shall be added in its place: “Effective January 1, 2010, CSL shall pay to Employee a base salary of an annual rate of not less than $375,006 per annum, subject to annual adjustment on the anniversary of the Employment Commencement Date and paid in approximately equal installments no less frequently than semi-monthly. An annual bonus shall be paid as determined by the Compensation Committee. The Company shall deduct from Employee’s compensation all applicable local, state, Federal or foreign taxes, including, but not limited to, income tax, withholding tax, social security tax and pension contributions (if any).”
IN WITNESS WHEREOF, this Amendment has been duly executed on the 14 day of April, 2010.
         
  COMPANY: CAPITAL SENIOR LIVING CORPORATION
  		 
  By:   /s/ Lawrence A. Cohen  
       
  EMPLOYEE:
  		 
  By:   /s/ Keith N. Johannessen    
    Keith N. Johannessen   
       
 

 

 

Exhibit 10.3
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
OF RALPH A. BEATTIE
This second amendment (the “Amendment”) to the Employment Agreement of Ralph A. Beattie is entered into effective as of January 1, 2010, by and between Capital Senior Living Corporation (the “Company”) and Ralph A. Beattie (“Employee”).
WHEREAS, the Company and Employee entered into the Employment Agreement effective June 1, 1999, as amended by the First Amendment to Employment Agreement dated January 16, 2003 (the “Employment Agreement”), and
WHEREAS, the Company and Employee desire to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
  1.  
Paragraph 4(A) shall be deleted in its entirety and the following Paragraph shall be added in its place: “Effective January 1, 2010, CSL shall pay to Employee a base salary of an annual rate of not less than $350,115 per annum, subject to annual adjustment on the anniversary of the Employment Commencement Date and paid in approximately equal installments no less frequently than semi-monthly. An annual bonus shall be paid as determined by the Compensation Committee. The Company shall deduct from Employee’s compensation all applicable local, state, Federal or foreign taxes, including, but not limited to, income tax, withholding tax, social security tax and pension contributions (if any).”
IN WITNESS WHEREOF, this Amendment has been duly executed on the 14 day of April, 2010.
         
  COMPANY: CAPITAL SENIOR LIVING CORPORATION
  		 
  By:   /s/ Lawrence A. Cohen  
 
  EMPLOYEE:
  		 
  By:   /s/ Ralph A. Beattie    
    Ralph A. Beattie  

 

 

Exhibit 99.1
(CAPITAL SENIOR LIVING CORP LOGO)
         
For Immediate Release
  Contact:   Ralph A. Beattie
 
           972/770-5600
CAPITAL SENIOR LIVING CORPORATION
CLOSES A FIVE COMMUNITY LEASE TRANSACTION
DALLAS — (BUSINESS WIRE) —April 19, 2010 — Capital Senior Living Corporation (the “Company”) (NYSE:CSU), one of the country’s largest operators of senior living communities, today announced that Midwest Portfolio Holdings, LP (“Midwest I”), a joint venture in which the Company held an 11 percent partnership interest, has sold five senior living communities to Health Care REIT, Inc. (NYSE: HCN). Upon closing the sale, the Company leased the communities from HCN. The Company previously managed the five communities in the joint venture under long-term management agreements.
“This transaction adds significant top-line growth to the Company, as well as solid cash flow and earnings,” commented Lawrence A. Cohen, Chief Executive Officer of the Company. “We can now consolidate the results of operations and benefit fully from further improvement in occupancies, margins and rental rates. These five high quality assets establish an excellent foundation for our new relationship with Health Care REIT, a leading healthcare REIT that invests across the full spectrum of senior housing and health care real estate.”
The properties being leased in this transaction have approximately 295 units and a combined resident capacity of nearly 390 residents. The portfolio includes four assisted living communities in Nebraska and one assisted living community in Iowa.
The Company received proceeds from Midwest I of approximately $3.2 million and will recognize a gain of approximately $0.8 million. The Company may receive additional proceeds after the joint venture settles its customary post-closing costs.
Annualizing fourth quarter 2009 results of operations for the five communities, with financial occupancy of 92 percent, yields approximately $11.1 million of revenue and $5.5 million of EBITDAR. The initial lease expense is approximately $4.0 million and is subject to conditional annual escalation provisions. The triple net operating lease which the Company executed with HCN has an initial term of 15 years, with one 15-year renewal option. The Company will begin consolidating the revenues and expenses of the five communities on its income statement, along with the lease expense, in the second quarter of 2010.

 

 

 

CAPITAL /Page 2
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 philosophy emphasizes 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 currently operates 66 senior living communities in 23 states with an aggregate capacity of approximately 10,000 residents.
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, 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.
This release contains certain financial information not derived in accordance with generally accepted accounting principles (GAAP), including adjusted EBITDAR, adjusted CFFO, adjusted CFFO per share and other items. The Company believes this information is useful to investors and other interested parties. Such information should not be considered as a substitute for any measures derived in accordance with GAAP, and may not be comparable to other similarly titled measures of other companies. Reconciliation of this information to the most comparable GAAP measures is included as an attachment to this release.
Contact Ralph A. Beattie, Chief Financial Officer, at 972-770-5600 for more information.

 

 

 

CAPITAL /Page 3
CAPITAL SENIOR LIVING
RECONCILIATION OF NON-GAAP ITEMS
(in millions)
         
    Annualized  
    Q4 2009  
EBITDAR reconciliation:
       
Income from operations
  $ 3.5  
Interest Expense
    1.5  
Management Fees
    0.5  
 
     
EBITDAR
  $ 5.5  
 
       
CFFO Reconciliation:
       
EBITDAR
  $ 5.5  
Lease Expense
    (4.0 )
Recurring CapEx
    (0.1 )
Income Taxes
    (0.6 )
 
     
CFFO
  $ 0.8  
#####

 

 

Exhibit 99.2
CAPITAL SENIOR LIVING CORPORATION

 

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.

 

Company Overview Capital Senior Living owns and/or operates 66 communities in 23 states with the ability to serve 10,000 residents 55 of these communities are owned or leased with resident capacity of 8,300 Achieved 95% approval rating in 2009 residents' satisfaction survey Owned Leased Joint Venture Managed 0.418 0.406 0.162 0.014 Independent living Assisted living CCRC 0.666 0.264 0.07 Units by Ownership Type Resident Capacity Mix

 

The Capital Advantage: Senior Living Options Average 131 units per IL community with large common areas and amenities Supportive services, wellness programs, social, recreational, and educational events Average monthly rate of $2,200 100% private pay Average length of resident stay is 34 months Independent Living - 67% of Portfolio

 

The Capital Advantage: Senior Living Options Average 64 units per AL community Assistance with activities of daily living such as medication reminders, bathing, dressing and grooming Average monthly rate of $3,300 96% private pay Average length of resident stay is 26 months Assisted Living - 26% of Portfolio

 

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

 

The Capital Advantage: Established Operating Platform (Resident Capacity by State) CA. 407 AR. 321 AZ. 189 CT. 178 FL. 182 IA. 122 IL. 648 IN. 1,227 KS. 169 LA. 136 MI. 346 MN. 176 MO. 348 MS. 143 NC. 463 SC. 436 NE. 596 NJ. 98 NY. 387 OH. 1,228 OK. 143 TX. 2,088 VA. 153

 

The Capital Advantage: Favorable Demographics US population 75+ years old is estimated to grow by 3.8 million through 2015 Only 1.8 million units serving a population of 18.6 million seniors Current 9.6% penetration rate implies demand growth of 45,000 units per year 2007 2015 East 18.6 22.4 (Population MM) Source: Centers for Medicare & Medicaid Services, Office of the Actuary US Seniors Population Trends (75+ years old) Implied demand growth of 45,000 units per year

 

The Capital Advantage: Favorable Supply Trends Source: 2009 ASHA/NIC Seniors Housing Construction Trends Report 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 15499 21210 23970 25228 24433 22205 13227 11202 9777 12593 11437 18051 25481 35664 45392 39186 36575 20931 21112 16214 11123 13766 11286 11058 Net Growth in Units - Private Pay Seniors Housing (IL/AL) 76% decline

 

The Capital Advantage: Competitive Strengths Experienced on-site, regional, and corporate management Larger company economies of scale and systems that yield operating efficiencies in highly fragmented industry Strong institutional relationships (debt and equity) with flexible ownership structures Nimble platform and organizational structure with regional operating centers in geographically concentrated markets Solid reputation in industry and 95% resident satisfaction Disciplined underwriting and successful execution of transactions Operate multiple levels of care Solid balance sheet

 

The Capital Advantage: Strategy Maximize the value of our operations. Enhance geographic concentration and maximize competitive strengths within each of our markets Increase levels of care through conversions to AL or MC units, acquisition of communities with levels of care and expansion of ancillary services Capitalize on the fragmented nature of the senior living industry with its limited access to capital, demographic demand and constrained supply to strategically expand operations Leverage our existing base of operations, strong institutional relationships and proven track record.

 

2010 Business Plan Organic Growth Expense Management External Growth JV Acquisitions Leases Direct acquisition into Company This 2010 Business Plan is focused on operations, growth and enhancing shareholder value.

 

Growth Initiatives: Joint Venture Acquisitions Joint venture partners Blackstone Real Estate Advisors GE Healthcare Financial Services Prudential Real Estate Investors Ten communities are owned with joint venture partners Co-invest with joint venture partners to participate in economics: 5% - 15% Capital Senior Living 95% - 85% JV Partners Earn management fees, return on equity investment and potential for additional incentives

 

Example of Joint Venture Economics Venture CSU Partner NOI $ 9,000,000 Cap Rate 9.0% Purchase Price $100,000,000 Debt $ 70,000,000 Equity $ 30,000,000 $3,000,000 $27,000,000 Revenues $ 27,000,000 Mgt. Fees (5%) $1,350,000 ROE (14.8%) $ 445,000 $ 4,005,000 Total First Year Return $1,795,000 $ 4,005,000 Total Return % 59.8% 14.8%

 

Growth Initiatives: Acquisition/Lease Transactions Year 1 Year 2 $ Increase % Increase Revenue $25,000,000 $26,000,000 $1,000,000 4.0% Operating Expense $15,000,000 $15,300,000 $300,000 2.0% EBITDAR $10,000,000 $10,700,000 $700,000 7.0% Lease Expense $8,000,000 $8,200,000 $200,000 2.5% EBITDA $2,000,000 $2,500,000 $500,000 25.0% Example of $100 million acquisition/lease transaction: Completed 26 acquisition/lease transactions for a total value of $298 million since Q4 2005

 

Income Statement: Q4 Comparison (in millions, except per share) 2009 2008 Resident & Health Care Revenue $43.2 $43.2 Other Revenue 5.5 4.8 Total Revenues $48.7 $48.0 Operating Expenses 26.3 26.8 General & Administrative Expenses 3.1 3.1 Other Expense 4.7 4.0 EBITDAR $14.6 $14.1 Lease Expense 6.4 6.3 Depreciation & Amortization 3.4 3.2 Other Expense 0.4 0.5 Income from Operations $4.4 $4.1 Other Income / (Expense) (2.9) (3.0) Taxes & Minority Interests (0.7) (0.3) Net Income $0.8 $0.8 Earnings Per Share $0.03 $0.03 CFFO Per Share $0.22 $0.15

 

Since 2006, CSU has significantly strengthened its balance sheet Reduced total mortgage debt by $75.0 million Refinanced or retired $162 million of variable rate debt Reduced average interest rate from 7.5% to 6.0% fixed No mortgage maturities through July 2015 on all fixed rate debt Balance Sheet Strength

 

Balance Sheet ASSETS ASSETS Cash and Securities $ 31.1 Other Current Assets 19.5 Total Current Assets 50.6 Fixed Assets 300.7 Other Assets 29.2 TOTAL ASSETS $380.5 As of December 31, 2009 (in millions) LIABILITIES & EQUITY LIABILITIES & EQUITY Current Liabilities $ 31.8 Long-Term Debt 173.8 Other Liabilities 16.8 Total Liabilities 222.4 Stockholders' Equity 158.1 TOTAL LIABILITIES & EQUITY TOTAL LIABILITIES & EQUITY $380.5

 

Investment Highlights Favorable demographics and attractive industry fundamentals Conversion initiatives with significant revenue and margin growth Strong same-store community net income growth Acquisition opportunities in highly fragmented industry Existing infrastructure results in low marginal integration cost Predominately private pay with minimal federal regulation Financial leverage through joint venture partners and REITS Experienced management team with demonstrated ability to operate, acquire and develop

 

CAPITAL SENIOR LIVING CORPORATION