-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K2YG+BU/Nb4PdgRDq72KaaI0POVSzL6FuHD6UFefW58jpW+tsiftV248gw3b+L6M PpidBAi2lnn8kAE/flFmVA== 0000899078-04-000204.txt : 20040303 0000899078-04-000204.hdr.sgml : 20040303 20040302192021 ACCESSION NUMBER: 0000899078-04-000204 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040302 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL SENIOR LIVING CORP CENTRAL INDEX KEY: 0001043000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 752678809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13445 FILM NUMBER: 04644176 BUSINESS ADDRESS: STREET 1: 14160 DALLAS PKWY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9727705600 MAIL ADDRESS: STREET 1: 14160 DALLAS PKWY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75240 8-K 1 march22004-8k.txt 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): March 2, 2004 Capital Senior Living Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13445 75-2678809 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) 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) Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 12 below: 99.1 Press Release dated March 2, 2004 Item 12. Results of Operations and Financial Condition. On, March 2, 2004, the registrant announced its financial results for the quarter and year ended December 31, 2003 by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit No. 99.1. This information is being furnished under Item 12 (Results of Operations and Financial Condition) of Form 8-K. This information 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 contains and may implicate, forward-looking statements regarding the registrant and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. In the press release, the registrant's management utilized non-GAAP financial measures to describe the registrant's adjusted EBITDA, cash earnings and cash earnings per share. These non-GAAP financial measures are used by management to evaluate financial performance and resource allocation for its facilities and for the registrant 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 registrant has provided this information in order to enhance investors overall understanding of the registrant's financial performance and prospects. In addition, because the registrant has historically provided this type of information to the investment community, the registrant believes that including this information provides consistency in its financial reporting. 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. 2 SIGNATURE 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, thereunto duly authorized. Date: March 2, 2004 Capital Senior Living Corporation By: /s/ Ralph A. Beattie -------------------------------------- Name: Ralph A. Beattie Title: Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated March 2, 2004 EX-99.1 3 exhibit.txt Capital Senior Living Corporation For Immediate Release Contact: Ralph A. Beattie 972/770-5600 CAPITAL SENIOR LIVING CORPORATION REPORTS FOURTH QUARTER AND FISCAL 2003 EARNINGS DALLAS - (BUSINESS WIRE) - March 2, 2003 - Capital Senior Living Corporation (NYSE:CSU), one of the country's largest operators of senior living communities, announced today its operating results for the fourth quarter and fiscal year 2003. Company highlights for the 2003 fiscal year include: o Net income of $5.0 million, or $0.25 diluted earnings per share o Cash earnings (net income plus depreciation) of $12.8 million o Adjusted EBITDA (income from operations plus depreciation and amortization) of $13.6 million o Completed purchase of all remaining interests in four Triad Senior Living partnerships which own 12 communities o Communities in lease-up (including the Spring Meadows properties) leased to 85% versus 70% one year ago o Average occupancy rate on stabilized communities of 91% o Operating margins (before property taxes, insurance and management fees) of 47% in independent and assisted living communities o Stabilized same community revenue increase of 3% versus the prior year o All community revenue increase of 13% versus the prior year o Retired $33.7 million of debt The Company reported fourth quarter 2003 earnings of $0.4 million or $0.02 per diluted share and full year earnings of $5.0 million or $0.25 per diluted share. The full year earnings are comprised of approximately $0.20 per diluted share in gains on the sales of assets and approximately $0.05 per diluted share from operations, including the recognition of deferred income of approximately $0.10 per diluted share related to the liquidation of the HealthCare Properties, LP ("HCP") partnership. "We are pleased with our financial performance for 2003, which included continued progress toward our goals of higher occupancy rates, improved margins and retirement of debt," said James A. Stroud, Chairman of the Company. "The communities in lease-up have made great strides toward stabilization in 2003, and the acquisition of the 12 Triad communities has significantly contributed to our top-line growth." CAPITAL/Page 2 OPERATING AND FINANCIAL RESULTS For the fourth quarter of 2003, the Company reported revenues of $18.9 million, compared to revenues of $14.2 million in the same period of 2002, an increase of approximately 33%. The primary factor contributing to the increase in revenues was the acquisition of 12 Triad communities during the third quarter of 2003. Adjusted EBITDA (defined as income from operations plus depreciation and amortization) for the fourth quarter of 2003 was $2.8 million, compared to $4.4 million in the fourth quarter of 2002, with the reduction primarily due to the consolidation of the 12 Triad communities. Other income in the fourth quarter of 2003 included $3.4 million that resulted from the recognition of deferred income upon the liquidation of the HCP partnership. During 2003, HCP sold its remaining community and subsequently has been dissolved, with its remaining assets transferred to a liquidating trust. Net income for the fourth quarter was $0.4 million, or $0.02 per diluted share. Cash earnings for the fourth quarter (defined as net income plus depreciation) were $3.0 million, or $0.15 per diluted share, compared to the prior year cash earnings of $2.5 million, or $0.13 per diluted share. For the year ended December 31, 2003, the Company reported revenues of $66.3 million, compared to $61.5 million in the prior year. Net income in 2003 was $5.0 million, or $0.25 per diluted share, compared to 2002 net income of $4.7 million, or $0.24 per diluted share. The Company generated 2003 cash earnings of $12.8 million, or $0.64 per diluted share, compared to 2002 cash earnings of $10.5 million, or $0.53 per diluted share. As of December 31, 2003, the Company had $13.8 million of cash, cash equivalents and restricted cash, and $124.4 million in shareholders' equity, equivalent to approximately $6.27 per share of book value. As of December 31, 2003, the Company adopted FASB Interpretation No. 46 "Consolidation of Variable Interest Entities" and its adoption resulted in the Company consolidating Triad I's financial position as of that date and will result in the Company consolidating Triad I's results of operations beginning January 1, 2004. "Capital Senior Living celebrated a year of tremendous accomplishment in 2003," said Lawrence A. Cohen, Chief Executive Officer. "The year was highlighted by continued momentum in the lease-up rates of our Triad communities, one of our key operating metrics. Several initiatives we implemented last year contributed to the retirement of debt, provided the basis for enhanced organic growth, increased our liquidity and CAPITAL/Page 3 simplified our balance sheet. These initiatives, combined with our offering of common stock in early 2004, better position us to grow in the future through joint venture investments in, and acquisitions of, senior living communities. We are pleased with our performance for last year, and believe that we have built the foundation for improved shareholder value as we continue to execute our business strategy." 4Q03 CONFERENCE CALL INFORMATION The Company will host a conference call with senior management to discuss the Company's fourth quarter 2003 financial results. The call will be held on Wednesday, March 3, 2004 at 11:00 am Eastern Time. The call-in number is 913-981-5509. No confirmation number is required. 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 March 3, 2004 at 2:00 pm Eastern Time, until March 10, 2004 at 8:00 pm Eastern Time. To access the conference call replay, call 719-457-0820, confirmation code 700492. The conference call will also be made available for playback via the Company's corporate website, www.capitalsenior.com, and will be available until the next earnings release date. 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 42 senior living communities in 20 states with an aggregate capacity of approximately 6,900 residents, including 41 senior living communities which the Company owns or in which the Company has an ownership interest, and one community it manages for a third party. This release contains certain financial information not derived in accordance with generally accepted accounting principles (GAAP), including adjusted EBITDA, cash earnings and cash earnings per share. 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. CAPITAL/Page 4 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. Contact Ralph A. Beattie, Chief Financial Officer, at 972-770-5600 or Matt Hayden, Hayden Communications, Inc. at 760-487-1137 for more information. MORE CAPITAL/ Page 5
CAPITAL SENIOR LIVING CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands) December 31, --------------------------- 2003 2002 ------------ ----------- ASSETS Current assets: Cash and cash equivalents..................................... $ 6,594 $ 11,768 Restricted cash and marketable securities..................... 7,187 4,490 Accounts receivable, net...................................... 1,295 1,028 Accounts receivable from affiliates........................... 604 651 Federal and state income taxes receivable..................... 994 1,072 Deferred taxes................................................ 385 399 Property tax and insurance deposits........................... 1,855 1,475 Prepaid expenses and other.................................... 2,437 1,164 ------------ ----------- Total current assets.................................. 21,351 22,047 Property and equipment, net..................................... 380,115 153,544 Deferred taxes.................................................. 6,554 7,106 Due from affiliates............................................. -- 513 Notes receivable from affiliates................................ 4,981 86,470 Investments in limited partnerships............................. 1,762 1,238 Assets held for sale............................................ 2,391 4,131 Other assets, net............................................... 4,179 3,202 ------------ ----------- Total assets.......................................... $ 421,333 $ 278,251 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable.............................................. $ 2,158 $ 2,322 Accrued expenses.............................................. 6,611 4,638 Current portion of notes payable.............................. 23,488 9,715 Customer deposits............................................. 1,929 1,023 ------------ ----------- Total current liabilities............................. 34,186 17,698 Deferred income................................................. 112 7 Deferred income from affiliates................................. 102 1,194 Other long-term liabilities..................................... 6,736 -- Notes payable, net of current portion........................... 255,549 140,385 Minority interest in consolidated partnership................... 281 686 Commitments and contingencies Shareholders' equity: Preferred stock, $.01 par value: Authorized shares -- 15,000; no shares issued or outstanding -- -- Common stock, $.01 par value: Authorized shares -- 65,000 Issued and outstanding shares-- 19,847 and 19,737 at December 31, 2003 and December 31, 2002, respectively. 198 197 Additional paid-in capital.................................... 92,336 91,990 Retained earnings............................................. 31,833 26,094 ------------ ----------- Total shareholders' equity............................ 124,367 118,281 ------------ ----------- Total liabilities and shareholders' equity............ $ 421,333 $ 278,251 ============ ===========
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CAPITAL SENIOR LIVING CORPORATION CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) Three Months Ended Year Ended December 31, December 31, --------------------------------- -------------------------------- 2003 2002 2003 2002 ---------------- ---------------- ---------------- ---------------- Revenues: Resident and healthcare revenue........... $ 18,074 $ 13,265 $ 62,564 $ 57,574 Rental and lease income................... -- -- -- 37 Unaffiliated management services revenue.. 41 233 336 1,069 Affiliated management services revenue.... 769 599 3,236 2,062 Affiliated development fees............... 26 68 189 740 ---------------- ---------------- ---------------- ---------------- Total revenues........................ 18,910 14,165 66,325 61,482 Expenses: Operating expenses........................ 12,331 7,049 40,208 32,851 General and administrative expenses....... 3,762 2,764 12,511 11,824 Depreciation and amortization............. 2,564 1,339 7,791 5,846 ---------------- ---------------- ---------------- ---------------- Total expenses........................ 18,657 11,152 60,510 50,521 ---------------- ---------------- ---------------- ---------------- Income from operations.......................... 253 3,013 5,815 10,961 Other income (expense): Interest income........................... 416 1,584 4,278 5,968 Interest expense.......................... (3,527) (2,684) (12,481) (10,749) Gain (loss) on sale of assets............. 148 (53) 6,751 1,876 Other income.............................. 3,474 24 3,616 69 ---------------- ---------------- ---------------- ---------------- Income before income taxes and minority interest in consolidated partnership.................. 764 1,884 7,979 8,125 Provision for income taxes...................... (315) (888) (3,098) (3,015) Income before minority interest in consolidated partnership............................... 449 996 4,881 5,110 Minority interest in consolidated partnership... (7) 209 109 (428) ---------------- ---------------- ---------------- ---------------- Net income...................................... $ 442 $ 1,205 $ 4,990 $ 4,682 ================ ================ ================ ================ Net income per share: Basic..................................... $ 0.02 $ 0.06 $ 0.25 $ 0.24 ================ ================ ================ ================ Diluted................................... $ 0.02 $ 0.06 $ 0.25 $ 0.24 ================ ================ ================ ================ Weighted average shares outstanding - basic 19,847 19,737 19,784 19,726 ================ ================ ================ ================ Weighted average shares outstanding - diluted 20,133 19,822 19,975 19,917 ================ ================ ================ ================
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CAPITAL SENIOR LIVING CORPORATION RECONCILATION OF NON GAAP ITEMS (in thousands, except per share amounts) Three Months Ended Year Ended December 31, December 31, --------------------------------- -------------------------------- 2003 2002 2003 2002 ---------------- ---------------- ---------------- ---------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Adjusted EBITDA reconciliation: Income from operations.................... $ 253 $ 3,013 $ 5,815 $ 10,961 Depreciation and amortization............. 2,564 1,339 7,791 5,846 ---------------- ---------------- ---------------- ---------------- Adjusted EBITDA....................... $ 2,817 $ 4,352 $ 13,606 $ 16,807 ================ ================ ================ ================ Cash earnings reconciliation: Net income................................ $ 442 $ 1,205 $ 4,990 $ 4,682 Depreciation and amortization............. 2,564 1,339 7,791 5,846 ---------------- ---------------- ---------------- ---------------- Cash earnings......................... $ 3,006 $ 2,544 $ 12,781 $ 10,528 ================ ================ ================ ================ Cash earnings per diluted share reconciliation: Net income per diluted share.............. $ 0.02 $ 0.06 $ 0.25 $ 0.24 Depreciation and amortization per diluted share................................... 0.13 0.07 0.39 0.29 ---------------- ---------------- ---------------- ---------------- Cash earnings per diluted share....... $ 0.15 $ 0.13 $ 0.64 $ 0.53 ================ ================ ================ ================
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