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 21, 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

Suite 300

Dallas, Texas

  75254
(Address of principal executive offices)   (Zip Code)

(972) 770-5600

(Registrant’s telephone number, including area code)

Not applicable

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

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

 

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

 

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

 

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

 

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

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

Emerging growth company    ☐

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange 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 May 21, 2020, Capital Senior Living Corporation (the “Company”) announced its financial results for the first quarter ended March 31, 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, 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 Adjusted EBITDAR as a financial valuation measure and Adjusted Net Income/(Loss) and Adjusted CFFO as financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with the Company’s results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. Adjusted EBITDAR is a valuation measure commonly used by the Company’s management, research analysts and investors to value companies in the senior living industry. Because Adjusted EBITDAR excludes interest expense and rent expense, it allows the Company’s management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements. The Company believes that Adjusted Net Income/(Loss) and Adjusted CFFO are useful as performance measures in identifying trends in day-to-day operations because they exclude the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of the Company’s primary business. Adjusted Net Income/(Loss) and Adjusted CFFO provide indicators to management of progress in achieving both consolidated and individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry. The Company strongly urges investors to review on the last page of the press release the reconciliation of net loss to Adjusted EBITDAR and the reconciliation of net income (loss) to Adjusted Net Income/(Loss) and Adjusted CFFO, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows.

Item 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  21, 2020.

*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 21, 2020     Capital Senior Living Corporation
      By:   /s/ Carey P. Hendrickson
      Name:   Carey P. Hendrickson
      Title:  

Executive Vice President and

Chief Financial Officer

EX-99.1

Exhibit 99.1

 

LOGO        

Investor Contact:

Carey Hendrickson, Chief Financial Officer

Phone: 1-972-770-5600

chendrickson@capitalsenior.com

FOR IMMEDIATE RELEASE    

CAPITAL SENIOR LIVING CORPORATION REPORTS

FIRST QUARTER 2020 RESULTS

Provides Update Related to COVID-19

DALLAS – May 21, 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 first quarter ended March 31, 2020.

Recent Highlights

 

   

Operating expenses decreased $3.3 million in the first quarter of 2020 as compared to the fourth quarter of 2019 resulting in sequential improvement of several of the Company’s key financial metrics.

 

 

   

Rent payments on 31 underperforming leased communities were reduced by 25% effective February 1, and six underperforming leased communities were converted to management agreements effective March 1, as a result of agreements reached with the Company’s landlords in the first quarter of 2020 for early termination of its Master Leases.

 

   

The Company sold an underperforming non-core community on March 31, 2020, generating $6.9 million in net cash proceeds.

 

   

Short-term forbearance agreements were reached with certain lenders resulting in lower debt payments beginning in April 2020.

“The sequential improvement in key financial metrics in the first quarter, along with lower lease and debt payments, has enabled us to focus our efforts on meeting the incremental challenges posed by the COVID-19 pandemic,” said Kimberly S. Lody, President and Chief Executive Officer. “During these last eight weeks, our community-level and central support teams have steadfastly cared for our residents’ physical, cognitive, and emotional well-being, and I am so proud of their dedication and heroism during this unprecedented time. While our financial results will be impacted by the pandemic for the next several months, we look forward to continuing our operational turnaround as market conditions stabilize.”

Financial Results - First Quarter

For the first quarter of 2020, the Company reported revenue of $106.1 million, compared with revenue of $114.2 million in the first quarter of 2019. The disposition of four communities since the first quarter of 2019 accounted for $3.5 million of the decrease, and the conversion of six formerly leased communities to management agreements effective March 1, 2020, accounted for $1.1 million of the decrease.    Total occupancy in the first quarter of 2020 was 80.0%, a decrease of 310 basis points as compared to the first quarter of 2019, and monthly average rent was $3,674, an increase of 1.6% as compared to the first quarter of 2019.

Operating expenses for the first quarter of 2020 were $75.4 million, the same as in the first quarter of 2019. The first quarter of 2019 included $1.9 million of operating expenses related to four communities disposed of since the first quarter of 2019 and $0.7 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 first quarter of 2019 but did not have any such credits in the first quarter of 2020.


CAPITAL/Page 2

 

General and administrative expenses for the first quarter of 2020 were $6.7 million versus $7.6 million in the first quarter of 2019. Excluding transaction and conversion costs in both periods, general and administrative expenses decreased $0.6 million in the first quarter of 2020 versus the first 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 4.9% in the first quarter of 2020.

The first quarter of 2020 includes an $11.0 million non-cash gain and a $36.5 million non-cash long-lived asset impairment charge, both of which are related to the leased communities and the associated agreements executed with Healthpeak, Ventas and Welltower. The Company also recorded a $7.4 million non-cash loss on the sale of a non-core community in the first quarter of 2020.

Loss from operations for the first quarter of 2020 was $3.7 million. Net loss was $48.4 million for the first quarter of 2020.

Adjusted EBITDAR for the first quarter of 2020 was $26.3 million. The Company incurred approximately $0.3 million of COVID-19 expenses in March 2020. Adjusted EBITDAR excluding COVID-19 expenses was $26.6 million, a sequential increase of $0.9 million from Adjusted EBITDAR in the fourth quarter of 2019. Adjusted CFFO was $0.2 million. Adjusted CFFO excluding COVID-19 expenses was $0.5 million, a sequential increase of $1.9 million from Adjusted CFFO in the fourth quarter of 2019. (See “Non-GAAP Financial Measures” below).

Same Community Results

Same community results exclude the four non-core communities the Company has disposed of since the first quarter of 2019 and the six Healthpeak communities converted to management agreements effective March 1, 2020. Same-community results also exclude approximately $0.3 million of expenses incurred in March 2020 related to COVID-19 preparedness.

Same-community revenue in the first quarter of 2020 decreased 2.6% versus the first quarter of 2019. Same-community occupancy in the first quarter was 79.9%, a decrease of 280 basis points as compared to the first quarter of 2019 and average monthly rent was $3,772, an increase of 0.9% as compared to the first quarter of 2019.

Same-community operating expenses increased 2.4% in the first quarter of 2020 versus the first quarter of 2019. Same store labor costs, including benefits, increased 5.9%, food costs decreased 1.0%, and utilities decreased 5.5%. Including contract labor, which decreased $0.3 million in the first quarter of 2020, same store total labor costs increased 5.0% when compared with the first quarter of 2019. Same-community net operating income decreased 12.3% in the first quarter of 2020 when compared with the first quarter of 2019. Same-community NOI increased $2.7 million, or 9.4%, in the first quarter of 2020 as compared to the fourth quarter of 2019

Sale of Senior Living Community

As previously announced, the Company closed on the sale of a non-core community in Merrillville, Indiana, on March 31, 2020, at a purchase price of $7.0 million. The transaction resulted in approximately $6.9 million in net cash proceeds. The community consisted of 213 assisted living and memory care units, and had CFFO contribution of approximately $0.2 million in 2019.


CAPITAL/Page 3

 

COVID-19 Update

The safety and wellbeing of the Company’s residents, employees and caregivers is and has been the Company’s highest priority. At the onset of the COVID-19 pandemic, the Company’s operations team swiftly implemented comprehensive protocols and best practices across the portfolio based on guidance from the Centers for Disease Control as well as federal, state and local authorities. All communities have executed risk-mitigation actions, such as restricting access and assessing the health status of every person entering the communities, including the Company’s employees, all visitors, and all outside service providers. Tours are limited to only the prospect and one family member in most communities, with certain communities only providing virtual tours. New residents and residents returning from a hospital stay are required to isolate in their apartment for fourteen days. All employees are required to adhere to personal protection protocols, including wearing masks at all times. The Company’s communities are cleaned and disinfected at least twice daily. Certain communities with COVID-positive residents have received a specialized disinfecting and decontamination treatment. In most cases, the Company has implemented in-room only dining and activities programming. Due to the vulnerable nature of the Company’s residents, many of these restrictions may continue at its communities even when federal, state, and local stay-at-home and social distancing orders and recommendations are relaxed.

The Company delivered results in line with its expectations in March 2020. New resident leads, visits, and move-in activity declined significantly in April compared to typical levels, adversely impacting occupancy. Consolidated occupancy, excluding the non-core community sold in the first quarter, decreased from 79.8% for the month of March to 78.7% for the month of April. Revenue on the same basis decreased approximately $0.5 million from March to April. We expect further deterioration of occupancy and revenue resulting from fewer move-ins due to the impacts of COVID-19. Lower than normal controllable move-out activity during the COVID-19 pandemic may partially offset future adverse revenue impacts.

The Company has recognized and continues to recognize increases in supplies costs related primarily to personal protection equipment and paper goods required for in-room dining, labor, specialized cleaning and disinfecting costs, and testing of residents and employees. To mitigate the impact of the COVID-related expenditures, the Company has reduced spending on non-essential supplies, travel costs and certain other discretionary items, and has ceased all non-critical capital expenditure projects.

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, which it estimates will accumulate to approximately $7.0 million. One-half of the deferred payroll taxes will be due by December 2021, with the other half due by December 2022. The Company has also entered into short-term debt forbearance agreements with certain of its lenders effective April 1, 2020, some of which will require repayment of the forbearance over a twelve-month period following the end of the forbearance period.

Balance Sheet and Liquidity

The Company ended the first quarter with $27.9 million of cash and cash equivalents, including restricted cash. As of March 31, 2020, the Company financed its owned communities with mortgages totaling $923.0 million at interest rates averaging 4.7%. 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 first 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.

Going Concern

As described above, COVID-19 has caused, and management expects will continue to cause, a decline in the occupancy levels at the Company’s communities that will negatively impact revenues. Also as described above, the recent outbreak of COVID-19 has required the Company to incur, and management expects will require the Company to continue to incur, significant additional operating costs and expenses in order to care for its residents. Further, residents at certain of its senior housing communities have tested positive for COVID-19, which has increased the costs of caring for the residents at such communities and has resulted in reduced occupancies at such communities.


CAPITAL/Page 4

 

ASC 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern in the twelve-month period following the date its financial statements are issued. In complying with the requirements under U.S. GAAP to complete an evaluation without considering mitigating factors, the Company considered several conditions or events including (1) uncertainty around the impact of COVID-19 on the Company’s financial results, and (2) anticipated operating losses and negative cash flows from operations for fiscal year 2020. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the issuance of its financial statements in its Form 10-Q for the quarterly period ended March 31, 2020.

The Company has taken or intends to take certain actions to improve its liquidity position and address uncertainty about its ability to continue as a going concern, including:

 

   

The Company will continue to execute on its 3-year operational turnaround plan initiated in the first quarter of 2019, which began to show improved operating results in the first quarter of 2020 and is expected to continue to produce incremental profitability improvements

 

   

The Company has implemented additional proactive spending reductions, including reduced discretionary spending and lower capital spending

 

   

The Company took measures in the first quarter of 2020 to exit underperforming leases, which will benefit the Company with reduced rent payments through December 2020 and will eliminate all rent payments beginning January 2021

 

   

The Company is evaluating the opportunity to sell certain communities that would provide positive net cash proceeds

 

   

The Company has entered into short-term debt forbearance agreements with certain lenders

 

   

The Company is utilizing the CARES Act payroll tax deferral program to delay payment of the employer portion of payroll taxes to be incurred from April 2020 through December 2020

 

   

The Company is evaluating possible debt and capital options

Q1 2020 Conference Call Information

The Company will host a conference call with senior management to discuss the Company’s first quarter 2020 financial results on Thursday, May 21, 2020, at 10:00 a.m. Eastern Time. To participate, dial 323-994-2082, and use confirmation code 9553593. 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 21, 2020 at 1:00 p.m. Eastern Time, until May 29, 2020 at 1:00 p.m. Eastern Time. To access the conference call replay, call 719-457-0820, confirmation code 9553593. The conference call will also be made 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 is a financial valuation measure and Adjusted Net Income/(Loss) and Adjusted CFFO are financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with our results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

Adjusted EBITDAR is a valuation measure commonly used by 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.


CAPITAL/Page 5

 

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

The Company strongly urges you to review the reconciliation of net loss to Adjusted EBITDAR and the reconciliation of net income/(loss) to Adjusted Net Income/(Loss) and Adjusted CFFO, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows. 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’s 124 communities are home to more than 11,000 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 in this release are subject to certain risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially, including, but not limited to, the continued spread of COVID-19, including the speed, depth, geographic reach and duration of such spread, new information that may emerge concerning the severity of COVID-19, the actions taken 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 the sale 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 obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures; the Company’s compliance with its debt and lease agreements, including certain financial covenants, and the risk 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 increased competition in the markets which the Company operates; the risk of increased competition for skilled workers due to wage pressure and changes in regulatory requirements; the departure of the Company’s key officers and personnel; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; the risks associated with a decline in economic conditions generally; the adequacy and continued availability of the Company’s insurance policies and the Company’s ability to recover any losses it sustains under such policies; changes in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission.

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

Investor Contact Carey P. Hendrickson, Chief Financial Officer, at 972-770-5600 or chendrickson@capitalsenior.com.

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


CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except per share data)

 

     March 31,
2020
    December 31,
2019
 
     (In thousands)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 17,729     $ 23,975  

Restricted cash

     10,143       13,088  

Accounts receivable, net

     7,462       8,143  

Federal and state income taxes receivable

     72       72  

Property tax and insurance deposits

     6,567       12,627  

Prepaid expenses and other

     4,912       5,308  
  

 

 

   

 

 

 

Total current assets

     46,885       63,213  

Property and equipment, net

     908,954       969,211  

Operating lease right-of-use assets, net

     18,815       224,523  

Deferred taxes, net

     76       76  

Other assets, net

     3,941       10,673  
  

 

 

   

 

 

 

Total assets

   $ 978,671     $ 1,267,696  
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)     

Current liabilities:

    

Accounts payable

   $ 8,195     $ 10,382  

Accrued expenses

     38,563       46,227  

Current portion of notes payable, net of deferred loan costs

     14,400       15,819  

Deferred income

     6,835       7,201  

Current portion of financing obligations

     —         1,741  

Current portion of lease liabilities

     38,976       45,988  

Federal and state income taxes payable

     644       420  

Customer deposits

     1,179       1,247  
  

 

 

   

 

 

 

Total current liabilities

     108,792       129,025  

Financing obligations, net of current portion

           9,688  

Lease liabilities, net of current portion

     670       208,967  

Notes payable, net of deferred loan costs and current portion

     902,606       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 31,389 and 31,441 in 2020 and 2019, respectively

     319       319  

Additional paid-in capital

     190,982       190,386  

Retained deficit

     (221,268     (172,896

Treasury stock, at cost — 494 shares in 2020 and 2019

     (3,430     (3,430
  

 

 

   

 

 

 

Total shareholders’ equity (deficit)

     (33,397     14,379  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity (deficit)

   $ 978,671     $ 1,267,696  
  

 

 

   

 

 

 


CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited, in thousands, except per share data)

 

     Three months ended March 31,  
     2020     2019  

Revenues:

    

Resident revenue

   $ 105,616     $ 114,176  

Management fees

     56       —    

Community reimbursement revenue

     457       —    
  

 

 

   

 

 

 

Total revenues

     106,129       114,176  
  

 

 

   

 

 

 

Expenses:

    

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

     75,402       75,405  

General and administrative expenses

     6,685       7,570  

Facility lease expense

     10,992       14,235  

Stock-based compensation expense

     596       (978

Depreciation and amortization expense

     15,715       15,974  

Community reimbursement expense

     457       —    
  

 

 

   

 

 

 

Total expenses

     109,847       112,206  
  

 

 

   

 

 

 

Income (Loss) from operations

     (3,718     1,970  

Other income (expense):

    

Interest income

     54       57  

Interest expense

     (11,670     (12,564

Write down of assets held for sale

     —         (2,340

Long-lived asset impairment

     (36,461     —    

Gain on facility lease modification and termination, net

     11,010       —    

Loss on disposition of assets, net

     (7,356     —    

Other income

     1       23  
  

 

 

   

 

 

 

Loss before provision for income taxes

     (48,140     (12,854

Provision for income taxes

     (232     (130
  

 

 

   

 

 

 

Net loss

   $ (48,372   $ (12,984
  

 

 

   

 

 

 

Per share data:

    

Basic net loss per share

   $ (1.59   $ (0.43
  

 

 

   

 

 

 

Diluted net loss per share

   $ (1.59   $ (0.43
  

 

 

   

 

 

 

Weighted average shares outstanding — basic

     30,411       30,102  
  

 

 

   

 

 

 

Weighted average shares outstanding — diluted

     30,411       30,102  
  

 

 

   

 

 

 

Comprehensive loss

   $ (48,372   $ (12,984
  

 

 

   

 

 

 


CAPITAL SENIOR LIVING CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(unaudited, in thousands, except per share data)

 

                 Additional
Paid-In
Capital
    Retained
Deficit
    Treasury
Stock
    Total  
     Common Stock  
     Shares     Amount  
                 (In thousands)              

Balance at January 1, 2019

     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

     —         —         (978     —         —         (978

Net loss

     —         —         —         (12,984     —         (12,984
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2019

     31,123     $ 316     $ 186,903     $ (149,850   $ (3,430   $ 33,939  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2020

     31,441     $ 319     $ 190,386     $ (172,896   $ (3,430   $ 14,379  

Restricted stock awards

     —         —         —         —         —         —    

Stock-based compensation

     —         —         596       —         —         596  

Net loss

     —         —         —         (48,372     —         (48,372
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2020

     31,441     $ 319     $ 190,982     $ (221,268   $ (3,430   $ (33,397
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands, except per share data)

 

     Three months ended March 31,  
     2020     2019  
     (in thousands)  

Operating Activities

    

Net loss

   $ (48,372   $ (12,984

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     15,715       15,974  

Amortization of deferred financing charges

     464       432  

Amortization of deferred lease costs and lease intangibles, net

     —         0  

Deferred income

     137       (41

Operating lease expense adjustment

     (2,716     (702

Loss on disposition of assets, net

     7,356       —    

Gain on lease related transactions, net

     (11,010     —    

Long-lived asset impairment

     36,461       —    

Write-down of assets held for sale

     —         2,340  

Provision for bad debts

     745       805  

Stock-based compensation expense

     596       (978

Changes in operating assets and liabilities:

    

Accounts receivable

     (72     (695

Property tax and insurance deposits

     4,059       4,586  

Prepaid expenses and other

     893       487  

Other assets

     (164     482  

Accounts payable

     (1,047     (6,894

Accrued expenses

     (7,648     (3,674

Other liabilities

     13       —    

Federal and state income taxes receivable/payable

     224       153  

Deferred resident revenue

     (424     (453

Customer deposits

     (69     17  
  

 

 

   

 

 

 

Net cash used in operating activities

     (4,859     (1,145

Investing Activities

    

Capital expenditures

     (5,351     (3,353

Proceeds from disposition of assets

     6,396       0  
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     1,045       (3,353

Financing Activities

    

Repayments of notes payable

     (4,922     (4,333

Cash payments for financing obligations

     (455     (129

Deferred financing charges paid

     —         (143
  

 

 

   

 

 

 

Net cash used in financing activities

     (5,377     (4,605
  

 

 

   

 

 

 

Decrease in cash and cash equivalents

     (9,191     (9,103

Cash and cash equivalents and restricted cash at beginning of year

     37,063       44,320  
  

 

 

   

 

 

 

Cash and cash equivalents and restricted cash at end of year

   $ 27,872     $ 35,217  
  

 

 

   

 

 

 

Supplemental Disclosures

    

Cash paid during the year for:

    

Interest

   $ 10,798     $ 11,167  
  

 

 

   

 

 

 

Lease modification and termination

   $ 6,785     $ —    
  

 

 

   

 

 

 

Income taxes

   $ 9     $ 7  
  

 

 

   

 

 

 


Capital Senior Living Corporation

Supplemental Information

 

     Communities     Average Resident Capacity     Average Units  
     Q1 20     Q1 19     Q1 20     Q1 19     Q1 20     Q1 19  

Portfolio Data

            

I. Community Ownership / Management

            

Consolidated communities

            

Owned

     79       83       10,055       10,767       7,634       8,249  

Leased

     39       46       4,981       5,756       3,754       4,414  

Third party communities managed

     6       —         549       —         476       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     124       129       15,585       16,523       11,864       12,663  

Independent living

         6,251       6,879       4,278       4,965  

Assisted living

         9,334       9,644       7,586       7,698  
      

 

 

   

 

 

   

 

 

   

 

 

 

Total

         15,585       16,523       11,864       12,663  

II. Percentage of Operating Portfolio

            

Consolidated communities

            

Owned

     63.7     64.3     64.5     65.2     64.3     65.1

Leased

     31.5     35.7     32.0     34.8     31.6     34.9

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     41.6     36.1     39.2

Assisted living

         59.9     58.4     63.9     60.8
      

 

 

   

 

 

   

 

 

   

 

 

 

Total

         100.0     100.0     100.0     100.0


Capital Senior Living Corporation

Supplemental Information

 

     Q1 20     Q1 19  

Selected Operating Results

    

I. Owned communities

    

Number of communities at quarter-end

     79       83  

Resident capacity

     10,055       10,767  

Unit capacity

     7,634       8,249  

Financial occupancy (1)

     80.6     84.1

Revenue (in millions)

     67.9       73.2  

Operating expenses (in millions) (2)

     49.1       50.1  

Operating margin

     28     32

Average monthly rent

     3,579       3,517  

II. Leased communities

    

Number of communities at quarter-end

     39       46  

Resident capacity

     4,981       5,756  

Unit capacity

     3,754       4,414  

Financial occupancy (1)

     78.8     81.3

Revenue (in millions)

     37.7       41.0  

Operating expenses (in millions) (2)

     24.6       25.0  

Operating margin

     35     39

Average monthly rent

     3,857       3,804  

III. Consolidated communities

    

Number of communities at quarter-end

     118       129  

Resident capacity

     15,036       16,523  

Unit capacity

     11,388       12,663  

Financial occupancy (1)

     80.0     83.1

Revenue (in millions)

     105.6       114.2  

Operating expenses (in millions) (2)

     73.6       75.1  

Operating margin

     30     34

Average monthly rent

     3,674       3,615  

IV. Communities under management

    

Number of communities at quarter-end

     124       129  

Resident capacity

     15,585       16,523  

Unit capacity

     11,864       12,663  

Financial occupancy (1)

     80.1     83.1

Revenue (in millions)

     106.7       114.2  

Operating expenses (in millions) (2)

     74.3       75.1  

Operating margin

     30     34

Average monthly rent

     3,658       3,615  

V. Same Store Consolidated communities

    

Number of communities

     118       118  

Resident capacity

     15,036       15,036  

Unit capacity

     11,388       11,400  

Financial occupancy (1)

     79.9     82.7

Revenue (in millions)

     101.6       104.4  

Operating expenses (in millions) (2)

     70.3       68.7  

Operating margin

     31     34

Average monthly rent

     3,722       3,689  

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

 

Current Quarter (3)

     4.9     5.1

Year to Date (3)

     4.9     5.1

VII. Consolidated Debt Information (in thousands, except for interest rates)
(Excludes insurance premium financing)

 

Total variable rate mortgage debt

     790,052       848,925  

Total fixed rate debt

     132,924       129,949  

Weighted average interest rate

     4.7     4.9

 

(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.


CAPITAL SENIOR LIVING CORPORATION

NON-GAAP RECONCILIATIONS

(In thousands, except per share data)

 

     Three months ended March 31,  
     2020     2019  

Adjusted EBITDAR

    

Net loss

     (48,372     (12,984

Depreciation and amortization expense

     15,715       15,974  

Stock-based compensation expense

     596       (978

Facility lease expense

     10,992       14,235  

Provision for bad debts

     745       805  

Interest income

     (54     (57

Interest expense

     11,670       12,564  

Long-lived asset impairment

     36,461       —    

Loss (gain) on lease related transactions, net

     (11,010     —    

Write down of asset held for sale

     —         2,340  

Loss (gain) on disposition of assets, net

     7,356       —    

Other expense (income)

     (1     (23

Provision for income taxes

     232       130  

Casualty losses

     423       268  

Transaction and conversion costs

     1,418       276  

Employee placement and separation costs

     90       1,717  

Communities excluded due to repositioning/lease-up

     —         55  
  

 

 

   

 

 

 

Adjusted EBITDAR

   $ 26,261     $ 34,322  
  

 

 

   

 

 

 

COVID-19 expenses

     291       —    
  

 

 

   

 

 

 

Adjusted EBITDAR excluding COVID-19 expenses

   $ 26,552     $ 34,322  
  

 

 

   

 

 

 

Adjusted revenues

    

Total revenues

   $ 106,129     $ 114,176  

Communities excluded due to repositioning/lease-up

     —         (1,289
  

 

 

   

 

 

 

Adjusted revenues

   $ 106,129     $ 112,887  
  

 

 

   

 

 

 

Adjusted net loss and Adjusted net loss per share

    

Net loss

     (48,372     (12,984

Casualty losses

     423       268  

Transaction and conversion costs

     1,418       294  

Employee placement and separation costs

     90       1,717  

Write down of asset held for sale

     —         2,340  

Long-lived asset impairment

     36,461       —    

Loss (gain) on lease related transactions, net

     (11,010     —    

Loss (gain) on disposition of assets, net

     7,356       —    

Tax impact of Non-GAAP adjustments (25%)

     (8,684     (1,155

Deferred tax asset valuation allowance

     —         2,901  

Communities excluded due to repositioning/lease-up

     —         683  
  

 

 

   

 

 

 

Adjusted net loss

   $ (22,318   $ (5,936
  

 

 

   

 

 

 

Diluted shares outstanding

     30,411       30,102  

Adjusted net income (loss) per share

   $ (0.73   $ (0.20

COVID-19 expenses

     291       —    
  

 

 

   

 

 

 

Adjusted net loss excluding COVID-19 expenses

   $ (22,027   $ (5,936
  

 

 

   

 

 

 

Adjusted net income (loss) per share excluding COVID-19 expense

   $ (0.72   $ (0.20

Adjusted CFFO

    

Net loss

     (48,372     (12,984

Non-cash charges, net

     47,748       17,830  

Operating lease payment adjustment to normalize lease commitments

     —         (910

Recurring capital expenditures

     (1,136     (1,148

Casualty losses

     423       268  

Transaction and conversion costs

     1,418       294  

Employee placement and separation costs

     90       1,717  

Communities excluded due to repositioning/lease-up

     —         438  
  

 

 

   

 

 

 

Adjusted CFFO

   $ 171     $ 5,505  
  

 

 

   

 

 

 

COVID-19 expenses

     291       —    
  

 

 

   

 

 

 

Adjusted CFFO excluding COVID-19 expense

   $ 462     $ 5,505  
  

 

 

   

 

 

 
EX-99.2

Slide 1

Capital Senior Living A leading Owner-Operator of Senior Living Communities and Services Exhibit 99.2


Slide 2

Forward-Looking Statements & Non-GAAP Financial Measures Forward Looking Statements: The forward-looking statements in this presentation are subject to certain risks and uncertainties that could cause results and financial condition to differ materially from those indicated in the forward-looking statements, including, but not limited to, the Company’s ability to generate sufficient cash flow to satisfy its debt and lease obligations and to fund the Company’s capital improvement projects to expand, redevelop, and/or reposition its senior living communities; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to satisfy its short- and long-term working capital needs with available cash and cash flows from operations, supplemental debt financings, additional proceeds from debt refinancings, and proceeds from the sale of assets; 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 the risk 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 increased competition in the markets which the Company operates; the risk of increased competition for skilled workers due to wage pressure and changes in regulatory requirements; the departure of the Company’s key officers and personnel; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; the risks associated with a decline in economic conditions generally; the adequacy and continued availability of the Company’s insurance policies and the Company’s ability to recover any losses it sustains under such policies; changes in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), 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. Non-GAAP Financial Measures: Adjusted EBITDAR is a financial valuation measure and Adjusted Net Income/(Loss) and Adjusted CFFO are financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures may have material limitations in that they do not reflect all of the costs associated with our results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP. Adjusted EBITDAR is a valuation measure commonly used by our management, research analysts and investors to value companies in the senior living industry. Because Adjusted EBITDAR excludes interest expense and rent expense, it allows our management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements. The Company believes that Adjusted Net Income/(Loss) and Adjusted CFFO are useful as performance measures in identifying trends in day-to-day operations because they exclude the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of our primary business. Adjusted Net Income/(Loss) and Adjusted CFFO provide indicators to management of progress in achieving both consolidated and individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry. The Company strongly urges you to review the reconciliation of net loss to Adjusted EBITDAR and the reconciliation of net (loss) income to Adjusted Net Income/(Loss) and Adjusted CFFO, on the last page of the Company’s first quarter 2020 earnings release dated May 21, 2020, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows, which can be found on the Company’s website at www.capitalsenior.com/investor-relations/press-releases/


Slide 3

Operational & Financial Highlights for Q1 2020 The Company reached agreements with all three of its landlords for early terminations of its Master Leases. When the transitions are complete, the agreements are expected to improve the Company’s annual cash flow by approximately $22.0 million. The related lease liabilities on our balance sheet, which were approximately $253.0 million at December 31, 2019, were reduced to $38.8 million at March 31 and will be eliminated by December 31, 2020. On March 31, 2020 the Company closed the sale of a non-core community in Indiana, resulting in approximately $6.9 million in net cash proceeds. NOI increased $2.7 million in the first quarter of 2020 as compared to the fourth quarter of 2019. Adjusted CFFO, excluding COVID-19 expenses, increased $1.9M sequentially. Short-term forbearance agreements were reached with lenders resulting in lower debt payments beginning in April 2020.


Slide 4

COVID-19 Planning, Preparation, and Response Our residents and employees’ safety and health is our first priority Established a multi-disciplinary COVID-19 Task Force in early Q1 Serves as an around-the-clock response team to supporting our communities Consistent virtual and on-site communication from central and regional leadership Enhanced staffing protocols and procedures Detailed staffing plan in place to prevent staffing challenges Implemented a streamlined background check process and in-community drug screenings that allow for a quicker hiring process Created and implemented national job postings for positions at all communities Expanded our supply network and fortified community supply stock of masks, gowns, gloves, face shields, sanitizer and other critical items through eight regional supply hubs Strictly Confidential


Slide 5

Real-time Changes to Operating Model Revised and strengthened existing protocols and procedures tailored for prevention of infectious disease spread beginning in late January In addition, CDC and state health department guidelines fully implemented Diligent screening of all visitors, employees and returning residents Resident interaction limited to appropriate social distancing and reinventing activities in the current environment Created virtual tours for all communities and updated in person tour structure Created guidance for admittance and re-admittance of residents Strictly Confidential


Slide 6

Capital Senior Living at a Glance Dallas-based Capital Senior Living is one of the nation’s largest operators of independent living, assisted living and memory care communities for senior adults. Capital Senior Living provides seniors the freedom and opportunity to successfully, comfortably and happily age in place. 15+ Communities 5 - 14 Communities < 5 Communities 23 States 124 Communities 63% Owned 12,000+ Residents Served 6,600+ Employees $442MM 2019 Revenue 30+ Year History Attractive Private Pay Focus % of Revenue Private Pay Balanced Unit Mix* Memory Care Independent Living Assisted Living Notes: Portfolio information as of September 30, 2019; excludes two communities sold on October 1, 2019. *Unit mix as of December 31, 2018.


Slide 7

Building on Solid Foundation STABILIZE INVEST NURTURE GROW Execution Excellence Resident-Centric Experience Commercial Excellence Market Opportunities Quality Systems & Analytics Operational Leadership Talent and Retention Scale Operating Standards Community upgrades and conversions to AL & MC Innovative and Differentiated Resident Programming Population Health and Wellness Technology Local brand preference Lead generation and sales Digital Transformation and customer engagement Performance-based media strategies Same store organic growth Accretive acquisitions in attractive geographically concentrated markets Foundational Growth 2019 2021 2019-2021 Strategy


Slide 8

2019: Strengthened Operational Foundation Quality All assets “Rent ready” Rates stabilized, minimal discounting Care assessments & fees standardized Resident acuity guidelines confirmed Staffing models established Peer Review program implemented Systems & Analytics Transition to portfolio-wide operating systems, including Yardi, UltiPro, and TELS for improved transparency, reporting packages, and tools Daily reporting and ranking of KPIs by community Community-centered CapEx planning, evaluation & funding process Operational Leadership Fresh, experienced talent in key operating roles Span of control optimized to effectuate turnaround New sales structure, roles, processes & compensation Completely refreshed and revitalized marketing team, strategies and tools Assets categorized for resource deployment and performance expectations Talent & Retention Implemented several contemporary employee benefit programs Market wage adjustments where needed New hiring and onboarding processes for community leadership teams Established baseline labor utilization targets Operating Standards & Scale Operating standards revisited: aesthetics, housekeeping, food service, staffing, clinical P&Ps, management site visit tools, peer review process & tool, sales excellence managers, sales training and expectations Capex standards for furniture, flooring, pain, cabinets, appliances Key vendor partnerships to drive consistency and leverage scale: DSSI / US Foods / Direct Supply / TELS / Enterprise fleet management


Slide 9

Strong Operator of Trusted Senior Living Communities Revenue Dollars In Millions Total # of Communities Operated NOI Dollars In Millions Historical Revenue and NOI growth largely through acquisition. In 2014, the company began converting assets from independent living to assisted living / memory care in anticipation of market demand. New market construction led to over-supply and significant rate competition in 2015 and continued through 2019. In early 2019, the company put in place new leadership, strategy, structure, and focus. Significant opportunity for improved performance. Occupancy %


Slide 10

Senior Housing Operators (by Units) Economies of Scale in a Highly-Fragmented Market Capital Senior Living is one of the few operators able to Institute broad best practices Implement portfolio-wide differentiated programing Utilize scale to achieve cost saving efficiencies Leverage marketing efforts particularly in competitive digital landscape Industry Mix by Level of Care (by Units) Approximately 1.6 million units are available in the US senior housing market. Source: ASHA 2018 Top 50, company filings and investor presentations. Source: NIC Investment Guide, Fifth Edition ©2019 National Investment Center for Seniors Housing & Care (NIC) Heavier mix of assisted living units at Capital Senior Living communities (49.6%) is aligned with growing market need.


Slide 11

Market Forces: Aligning Strategy with Key Needs Rise in dementia and other conditions requiring constant care & monitoring Changing Availability and proximity of family caregivers Local market senior housing demand and supply Regulatory and legislative climate with increased focus on senior well-being Source: Moody’s Analytics ©2019 National Investment Center for Seniors Housing & Care (NIC) Growth in target demographics Source: U.S. Census Bureau Projections, 2017 ©2019 National Investment Center for Seniors Housing & Care (NIC) Source: NIC Map® Data Service ©2019 National Investment Center for Seniors Housing & Care (NIC) Macroeconomic conditions and target demographic access to individual wealth


Slide 12

124 Total Properties 77 Total Properties Current properties reflect ownership after March 31st, 2020 divestiture of Towne Centre. Ownership Evolution Real Estate Ownership Provides Flexibility and Opportunities Value derived from owned real estate while capturing full benefit from operations Stronger margin profile Financed with attractive non-recourse, fixed-rate mortgages with strong coverage ratios Eliminates lease escalators, driving sustainable cash flows Optimizes asset management and financial flexibility Provides the ability to reposition communities Allows CSL to increase loans based on the appreciated value to re-deploy the capital into growth initiatives Real Estate Ownership a Key Differentiator


Slide 13

Balance Sheet as of March 31, 2020 Assets ($ in millions) Cash and Securities $ 27.9 Other Current Assets 19.0 Total Current Assets 46.9 Fixed Assets 909.0 Other Assets 22.8 Total Assets $ 978.7 Liabilities & Equity ($ in millions) Current Liabilities $ 108.8 Long-Term Debt 902.6 Other Liabilities 0.7 Total Liabilities 1,012.1 Stockholders’ Equity (33.4) Total Liabilities & Equity $ 978.7


Slide 14

$ in thousands Debt Maturities Average duration of debt is 5.7 years Approximately 83% of all debt matures in 2024 and after.


Slide 15

All NNN Leases Terminate On or Before 12/31/2020 124 Total Properties CSU Portfolio Current properties reflect ownership after March 31st, 2020 divestiture of Towne Centre. Master lease terminates on 12/31/20 Rent reduced to 75% of contractual rate effective 2/1/20 Ventas to reimburse Company for up to $1000/unit of capex until communities transition Communities will convert to management agreements if not transitioned by 12/31/20 Company releases security deposits held by Ventas Master leases terminate on 12/31/20 Rent reduced to 75% of contractual rate, net of reimbursed expenses, effective 2/1/20 Welltower to reimburse Company for up to $1000/unit of capex until communities transition Communities will convert to management agreements if not transitioned by 12/31/20 Company releases security deposits held by Welltower Master lease with 10/31/20 maturity date terminates on or before such date (one community transitioned on 1/15/20, others being marketed for sale by HP) Master lease with 4/30/26 maturity terminated and communities converted to interim management agreements effective 2/1/20 (communities being marketed for sale by HP) Company paid transition fee of $250k and releases security deposits held by Healthpeak When all transitions are complete, the Company’s cash flow will improve ~ $22.0M annually, and all related lease liabilities, which were ~ $253M at 12/31/19, will be eliminated.


Slide 16

Strong and Experienced Leadership Kim Lody Carey Hendrickson Brandon Ribar Mike Fryar David Brickman Jeremy Falke Chief Executive Officer, President and Director Executive VP Chief Financial Officer Executive VP Chief Operating Officer Senior VP Chief Revenue Officer Senior VP General Counsel Senior VP Human Resources Joined CSL Jan 2019 Joined CSL May 2014 Joined CSL Sep 2019 Joined CSL Feb 2019 Joined CSL Jul 1992 Joined CSL Feb 2018 25+ years of experience in healthcare products and service delivery 25+ years of experience in financial leadership 15+ years of experience in senior living industry 15+ years of experience in healthcare industries; 12+ in senior healthcare industries 25+ years of experience as General Counsel in senior healthcare industry 20+ years of experience in healthcare industry Held various senior leadership roles in public and private health care companies, including insurance, medical devices, and clinical services. Expertise in leading operational excellence and achieving above-market performance in complex, dynamic markets. Held various senior leadership roles in FP&A, accounting, treasury, investor relations, corporate communications, business systems, and M&A within large, diversified publicly-held companies; began career in big four public accounting. Held various leadership roles in assisted living companies and roles focusing on healthcare investing where he was responsible for sourcing, underwriting, negotiating, and closing all healthcare investments under management. Held various leadership roles focusing on brands in complex, multi-channel environments including in medical device and marketing agency settings, with the majority of his career focused in senior healthcare. Responsible for wide range of legal maters including oversight of regulatory compliance and reporting, contracts, corporate governance, M&A, and claims litigation. Held various HR leadership roles in hospitals and large health systems, with overall direction for all components of the people management function and a focus on talent and building great company culture. MBA, Wake Forest BA, Hiram College MBA, Univ. of Texas, Arlington BA, Baylor University BS, Santa Clara University BA, Gustavus Adolphus College JD MBA, Univ. of South Carolina MHA, Duke Univ. MBA, Univ. of Nebraska, Omaha BS, Univ. of Phoenix, Scottsdale


Slide 17

Investment Rationale Sizeable, fragmented markets with unmet needs Owner-operator model provides financial and operational advantages Top talent and emerging culture of learning, collaborating, and winning 30-years of experience caring for seniors Significant opportunity for near-term operational improvement and long-term growth Solid strategy, structure, standards and focus Current valuation provides a compelling investment opportunity