ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page Number |
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Item 10. |
1 | |||||
Item 11. |
5 | |||||
Item 12. |
15 | |||||
Item 13. |
18 | |||||
Item 14. |
19 | |||||
Item 15. |
20 | |||||
24 |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Name |
Age |
Position(s) |
Class |
Director’s Term Expires | ||||
Jill M. Krueger | 61 | Director | III | 2021 | ||||
Michael W. Reid | 67 | Director | III | 2021 | ||||
Philip A. Brooks | 62 | Director | I | 2022 | ||||
Ed A. Grier | 66 | Director | I | 2022 | ||||
Steven T. Plochocki | 69 | Director | I | 2022 | ||||
Kimberly S. Lody | 55 | Chief Executive Officer, President and Director | II | 2023 | ||||
E. Rodney Hornbake | 70 | Director | II | 2023 | ||||
Ross B. Levin | 37 | Director | II | 2023 |
Name |
Age |
Position(s) with the Company | ||
Brandon M. Ribar | 40 | Executive Vice President and Chief Operating Officer | ||
David R. Brickman | 62 | Senior Vice President, Secretary and General Counsel | ||
Tiffany L. Dutton | 41 | Senior Vice President – Finance and Accounting | ||
Jeremy D. Falke | 47 | Senior Vice President – Human Resources | ||
Michael C. Fryar | 44 | Senior Vice President and Chief Revenue Officer | ||
Carole J. Burnell | 52 | Vice President – Operations |
ITEM 11. |
EXECUTIVE COMPENSATION. |
Name and Principal Position |
Year |
Salary |
Bonus |
Stock Awards (1) |
Option Awards (1) |
Non-Equity Incentive Plan Compensation (2) |
All Other Compensation (3) |
Total |
||||||||||||||||||||||||
Kimberly S. Lody, President and Chief Executive Officer |
2020 | $ | 715,000 | $ | 362,500 | (4) |
— | — | $ | 299,063 | $ | 3,457 | $ | 1,380,020 | ||||||||||||||||||
2019 | $ | 714,310 | $ | — | $ | 1,381,111 | $ | 438,772 | $ | 398,750 | $ | 1,007,250 | $ | 3,940,193 | ||||||||||||||||||
Brandon M. Ribar, Executive Vice President and Chief Operating Officer |
2020 | $ | 400,000 | $ | 200,000 | (4)) |
— | — | $ | 63,000 | — | $ | 663,000 | |||||||||||||||||||
Carey P. Hendrickson, Former Executive Vice President and Chief Financial Officer |
2020 | $ | 381,616 | $ | 510,908 | (4) |
— | — | — | $ | 47,585 | $ | 940,109 | |||||||||||||||||||
2019 | $ | 438,746 | $ | 142,881 | $ | 388,355 | — | $ | 61,107 | $ | 5,888 | $ | 1,036,977 | |||||||||||||||||||
David R. Brickman, Senior Vice President, General Counsel and Secretary |
2020 | $ | 341,161 | $ | 394,676 | (4) |
— | — | $ | 57,591 | $ | 5,170 | $ | 798,598 | ||||||||||||||||||
2019 | $ | 341,161 | $ | 110,375 | $ | 212,707 | — | $ | 35,253 | $ | 4,951 | $ | 704,447 |
(1) | Amounts for 2019 reflect the grant date fair value of the respective equity awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), including, with respect to performance-based shares, the grant date fair value of the performance shares based on the probable outcome of the performance conditions as of the date of grant (rather than the maximum potential value of the award). Assumptions used in the calculation of these amounts are included in footnote 11 to our audited financial statements for the fiscal year ended December 31, 2020 included in the Original Filing. |
(2) | Amounts in this column for 2020 reflect the cash performance incentive received by Ms. Lody and Messrs. Ribar, Brickman and Hendrickson under our Management by Objective Incentive Plan for fiscal 2020. See “—Retention Bonuses and MBO Incentive Plan” below for additional information. |
(3) | The amounts in this column for 2020 reflect annual contributions or other allocations by us to our 401(k) plan with respect to our named executive officers. In addition, with respect to Mr. Hendrickson, the amount in this column for 2020 also includes $45,860 paid to Mr. Hendrickson for his accrued vacation and sick time in connection with the termination of his employment with the Company. |
(4) | The amounts in this column for 2020 reflect the retention awards earned by Ms. Lody and Messrs. Ribar, Brickman and Hendrickson for fiscal 2020. See “—Retention Bonuses and MBO Incentive Plan” below for additional information. In addition, the amounts for Messrs. Brickman and Hendrickson include the remaining portion of such named executive officer’s retention award granted in 2019, which equaled 67% of such named executive’s then current base salary and was subject to such named executive officer remaining continuously employed by the Company through March 13, 2020. |
Executive |
Individual Performance Goal |
Weight |
Achievement |
Payout Factor |
||||||||
Kimberly S. Lody |
Attain specific year-end cash balance(1) |
16.5 | % | Target | 100 | % | ||||||
Achieve certain capital structure initiatives (2) |
16.5 | % | Maximum | 150 | % | |||||||
Brandon M. Ribar |
Attain specific year-end cash balance(1) |
5.25 | % | Target | 100 | % | ||||||
Centralize accounts payable (3) |
5.25 | % | No | 0 | % | |||||||
Implementation of memory care program (4) |
5.25 | % | Threshold | 50 | % | |||||||
Establish and implement resident sales process (5) |
5.25 | % | Maximum | 150 | % | |||||||
David R. Brickman |
Attain specific year-end cash balance(1) |
3.75 | % | Target | 100 | % | ||||||
Achieve certain capital structure initiatives (2) |
3.75 | % | Maximum | 150 | % | |||||||
Develop risk management training materials and conduct training for all communities (6) |
3.75 | % | Target | 100 | % | |||||||
Update and standardize resident agreements and lease process (7) |
3.75 | % | Target | 100 | % |
(1) | With respect to this individual performance goal, the threshold level of performance was subject to the Company having a cash balance of at least $8 million as of December 31, 2020, which would result in a payout equal to 50% of the targeted amount. In the event that the Company’s cash balance was at least $12 million as of December 31, 2020, then the targeted level of performance would be attained, which would result in a payout equal to 100% of the targeted amount. In the event that the Company’s cash balance was at least $25 million as of December 31, 2020, then the maximum level of performance would be attained, which would result in a payout equal to 150% of the targeted amount. As the Company’s cash balance as of December 31, 2020 was approximately $14 million, the targeted level of performance was achieved for this performance goal. As a result, the payout factor for this individual performance goal was 100%. |
(2) | With respect to this individual performance goal, the threshold, target and maximum levels of performance was subject to the Company achieving certain capital structure initiatives during the year ended December 31, 2020 as determined by the Compensation Committee in its discretion. Achievement of the threshold level of performance would result in a payout equal to 50% of the targeted amount, achievement of the target level of performance would result in a payout equal to 100% of the targeted amount, and achievement of the maximum level of performance would result in a payout equal to 150% of the targeted amount. During fiscal 2020, as the Company exited all triple net leases and certain underperforming communities, removed approximately $470 million of debt from its balance sheet, improved cash flow by approximately $32 million compared to fiscal 2019, and completed certain other capital structure initiatives, the Compensation Committee exercised its discretion and determined that the maximum level of performance was achieved for this performance goal. As a result, the payout factor for this individual performance goal was 150%. |
(3) | With respect to this individual performance goal, the threshold level of performance was subject to selecting and implementing a process for centralizing the Company’s accounts payable system by December 31, 2020, which would result in a payout equal to 50% of the targeted amount. In the event that such selection and implementation was completed by October 31, 2020, then the targeted level of performance would be attained, which would result in a payout equal to 100% of the targeted amount. In the event that such selection and implementation was completed by August 30, 2020, then the maximum level of performance would be attained, which would result in a payout equal to 150% of the targeted amount. As such selection and implementation was not completed during fiscal 2020 due to certain delays caused by process and system challenges, the threshold level of performance was not achieved for this performance goal. As a result, the payout factor for this individual performance goal was 0%. |
(4) | With respect to this individual performance goal, the threshold level of performance was subject to preparing a detailed memory care program implementation plan, rolling out such plan to five communities and achieving certain monthly operating targets by December 31, 2020, which would result in a payout equal to 50% of the targeted amount. In the event that such plan was prepared and rolled out to 10 communities and such monthly operating targets were achieved by December 31, 2020, then the targeted level of performance would be attained, which would result in a payout equal to 100% of the targeted amount. In the event that such |
plan was prepared and rolled out to 20 communities and such monthly operating targets were achieved by December 31, 2020, then the maximum level of performance would be attained, which would result in a payout equal to 150% of the targeted amount. As such plan was prepared and rolled out to five communities and such monthly operating targets were achieved by December 31, 2020, the threshold level of performance was achieved for this performance goal. As a result, the payout factor for this individual performance goal was 50%. |
(5) | With respect to this individual performance goal, the threshold level of performance was subject to establishing baseline lead, tour and conversion metrics for all communities, at least 30 communities receiving hands-on daily sales coaching and support, and improving conversion by 10% of A Place for Mom (“APFM”) leads by August 30, 2020, which would result in a payout equal to 50% of the targeted amount. In the event that at least 30 communities received hands-on daily sales coaching and support, the Company improved conversion by 15% of APFM leads by September 1, 2020, and speed to lead improved by at least 25% by August 30, 2020, then the targeted level of performance would be attained, which would result in a payout equal to 100% of the targeted amount. In the event that at least 30 communities received hands-on daily sales coaching and support, the Company improved conversion by 20% of APFM leads by December 31, 2020, speed to lead improved by at least 50% by December 31, 2020, and the Company’s new customer relationship management application was launched and utilized in at least 90% of communities by August 30, 2020, then the maximum level of performance would be attained, which would result in a payout equal to 150% of the targeted amount. As the maximum level of performance was achieved for this individual performance goal, the payout factor for this performance goal was 150%. |
(6) | With respect to this individual performance goal, the threshold level of performance was subject to developing risk management training tools and conducting training for all of the Company’s communities by October 31, 2020, which would result in a payout equal to 50% of the targeted amount. In the event that such training tools were developed and such trainings were conducted for all of the Company’s communities by September 30, 2020, then the targeted level of performance would be attained, which would result in a payout equal to 100% of the targeted amount. In the event that such training tools were developed and such trainings were conducted for all of the Company’s communities by July 31, 2020, then the maximum level of performance would be attained, which would result in a payout equal to 150% of the targeted amount. As the target level of performance was achieved for this individual performance goal, the payout factor for this performance goal was 100%. |
(7) | With respect to this individual performance goal, the threshold level of performance was subject to developing and finalizing standardized resident agreements and lease processes for customer relationship management testing and rollout by September 30, 2020, which would result in a payout equal to 50% of the targeted amount. In the event that such development and finalization were completed by July 31, 2020, then the targeted level of performance would be attained, which would result in a payout equal to 100% of the targeted amount. In the event that such development and training was completed by June 30, 2020, then the maximum level of performance would be attained, which would result in a payout equal to 150% of the targeted amount. As the target level of performance was achieved for this individual performance goal, the payout factor for this performance goal was 100%. |
Executive |
Target |
Plan Payout Factor |
Plan Payout Amount (1) |
|||||||||
Kimberly S. Lody |
$ | 239,250 | 126.7 | % | $ | 299,063 | ||||||
Brandon M. Ribar |
$ | 84,000 | 75.0 | % | $ | 63,000 | ||||||
David R. Brickman |
$ | 51,176 | 110.6 | % | $ | 57,591 |
(1) | Certain payout amounts differ slightly from the result of multiplying the targeted amounts by the plan payout factors in the table above due to rounding. |
• | Unless converted, assumed, or replaced by a successor or survivor corporation, or a parent or subsidiary thereof, all awards will become fully exercisable, all forfeiture restrictions will lapse, and, following the consummation of such change in control, all such awards will terminate and cease to be outstanding. |
• | The number or value of any performance-based award or other award that is based on performance criteria or performance goals that will become fully earned, vested, exercisable and free of forfeiture restrictions will not exceed the greater of (i) such number or value determined by the actual performance attained during the applicable performance period to the time of the change in control or (ii) such number or value that would be fully earned, vested, exercisable and free of forfeiture restrictions had 100% of the target level of performance been attained for the entire applicable performance period without regard to the change in control. |
• | If awards are assumed or continued after a change in control, the Compensation Committee may provide that all or a portion of such awards will become fully exercisable and all forfeiture restrictions will lapse immediately upon the involuntary termination of the participant’s employment or service within a designated period (not to exceed 24 months) following the effective date of such change in control. |
• | Upon a change in control, the Compensation Committee may cause any and all awards outstanding to terminate at a specific time in the future, and will give each participant the right to exercise such awards during a period of time as the Compensation Committee, in its sole and absolute discretion, will determine. |
• | The portion of any incentive stock option accelerated in connection with a change in control will remain exercisable as an incentive stock option only to the extent the applicable $100,000 limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such option will be exercisable as a non-qualified stock option under the U.S. federal tax laws. |
• | all outstanding awards (except performance awards which will be governed by their express terms) will become fully exercisable, nonforfeitable, or the restricted period will terminate, as the case may be; and |
• | the Compensation Committee will have the right to cash out some or all outstanding non-qualified stock options, stock appreciation rights and shares of restricted stock on the basis of the highest price per share paid in any transaction reported on the NYSE or paid or offered in any bona fide transaction related to a “change in control” during the immediately preceding 60-day period, in each case as determined by the Compensation Committee (except that the cash out for stock appreciation rights related to incentive stock options will be based on transaction reported for the date on which the holder exercises the stock appreciation rights or, if applicable, the date on which the cash out occurs). |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (1) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) |
|||||||||||||||||||||||||||
Kimberly S. Lody |
3,240 | 6,576 | (a) | — | 111.90 | 1/7/2029 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 3,288 | (b) | 40,574 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | — | — | 9,816 | (c) | 121,129 | |||||||||||||||||||||||||||
Brandon M. Ribar |
— | — | — | — | — | 1,117 | (d) | 13,784 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 3,000 | (e) | 37,020 | |||||||||||||||||||||||||||||
David R. Brickman |
— | — | — | — | — | 1,011 | (f) | 12,476 | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 599 | (g) | 7,392 | — | — | |||||||||||||||||||||||||||
— | — | — | — | — | — | — | 2,263 | (h) | 27,925 | |||||||||||||||||||||||||||
— | — | — | — | — | — | — | 2,645 | (i) | 32,639 | |||||||||||||||||||||||||||
Carey P. Hendrickson (2) |
— | — | — | — | — | — | — | — | — |
(1) | Calculated by reference to the closing price for shares of our common stock on the NYSE on December 31, 2020, which was $12.34 per share. |
(2) | Mr. Hendrickson resigned as the Company’s Executive Vice President and Chief Financial Officer effective November 6, 2020 to pursue other career opportunities. Upon termination of his employment, Mr. Hendrickson forfeited all unvested awards. |
(a) | Represents stock option to purchase 9,816 shares of common stock granted on January 7, 2019, which vests in installments of 33%, 33% and 34% on January 7, 2020, January 7, 2021 and January 7, 2022, respectively. |
(b) | Represents the remaining shares of restricted stock (second and third tranches) granted on January 7, 2019, which vest in installments of 33%, 33% and 34% on January 7, 2020, January 7, 2021 and January 7, 2022, respectively. |
(c) | Represents shares of restricted stock granted on January 7, 2019, which will vest upon the achievement of the target performance objective. Does not include additional shares that are issuable upon the achievement of the maximum performance objective. |
(d) | Represents the remaining shares of restricted stock (second and third tranches) granted on September 10, 2019, which vest in installments of 33%, 33% and 34% on September 10, 2020, September 10, 2021 and September 10, 2022, respectively. |
(e) | Represents shares of restricted stock granted on September 10, 2019, which will vest upon the achievement of the target performance objective. Does not include additional shares that are issuable upon the achievement of the maximum performance objective. |
(f) | Represents the remaining shares of restricted stock (second and third tranches) granted on May 14, 2019, which vest in installments of 33%, 33% and 34% on May 14, 2020, May 14, 2021 and May 14, 2022, respectively. |
(g) | Represents the remaining shares of restricted stock (third tranche) granted on March 27, 2018, which vest in installments of 33%, 33% and 34% on March 27, 2019, March 27, 2020 and March 27, 2021, respectively. |
(h) | Represents shares of restricted stock granted on May 14, 2019, which vest subject to the satisfaction of certain performance conditions upon the third anniversary of the grant date (or such later date that the Compensation Committee certifies that such performance conditions have been satisfied). |
(i) | Represents shares of restricted stock granted on March 27, 2018, which vest subject to the satisfaction of certain performance conditions upon the third anniversary of the grant date (or such later date that the Compensation Committee certifies that such performance conditions have been satisfied). All of such shares were forfeited in February 2021 due to the failure to satisfy the applicable performance targets. |
Name |
Fees Earned or Paid in Cash ($) (1) |
Stock Awards ($) (2) |
Option Awards ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||
Philip A. Brooks |
$ | 125,000 | — | — | — | $ | 125,000 | |||||||||||||
Ed A. Grier |
$ | 80,000 | — | — | — | $ | 80,000 | |||||||||||||
E. Rodney Hornbake |
$ | 63,000 | — | — | — | $ | 63,000 | |||||||||||||
Paul J. Isaac(3) |
$ | 31,250 | — | — | — | $ | 31,250 | |||||||||||||
Jill M. Krueger |
$ | 82,500 | — | — | — | $ | 82,500 | |||||||||||||
Ross B. Levin |
$ | 120,000 | — | — | — | $ | 120,000 | |||||||||||||
Steven T. Plochocki |
$ | 67,500 | — | — | — | $ | 67,500 | |||||||||||||
Michael W. Reid |
$ | 155,000 | — | — | — | $ | 155,000 |
(1) | Represents an annual retainer fee and compensation for attendance at Board and committee meetings during 2020. See “—Compensation of Directors During 2020” below for more information. |
(2) | In March 2020, in response to then-current economic conditions and to avoid the excessive share use, run rate and dilution that would occur by awarding equity-based long-term incentives at the Company’s then-current stock price, the Compensation Committee recommended that the Board approve, and the Board subsequently approved, a temporary suspension of equity awards to any director of the Company. Accordingly, no equity awards were granted to the Company’s directors during the fiscal year ended December 31, 2020. |
(3) | Mr. Paul J. Isaac resigned from the Board effective May 12, 2020, in order to focus his time and attention on other commitments. Mr. Isaac’s resignation did not result from any disagreements with management or the Board. |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted-Average Exercise Price of the Outstanding Options, Warrants and Rights |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) |
|||||||||
Equity compensation plans approved by security holders |
— | $ | — | 169,288 | ||||||||
Equity compensation plans not approved by security holders |
9,816 | (1) |
— | — | ||||||||
|
|
|
|
|
|
|||||||
Total |
9,816 | (1) |
$ | — | 169,288 | |||||||
|
|
|
|
|
|
(1) | Represents a non-qualified stock option granted as an employment inducement award outside of a plan to purchase 9,816 shares of our common stock with an exercise price of $111.90 per share and a ten-year term, which option is scheduled to vest in installments of 33%, 33% and 34% on the first, second, and third anniversaries of the grant date, respectively. |
Shares Beneficially Owned (1)(2) |
||||||||
Name of Beneficial Owner |
Number |
Percent of Class |
||||||
5% or More Stockholder |
||||||||
Seymour Pluchenik (3) |
307,728 | 14.5 | % | |||||
Arbiter Partners Capital Management LLC (4) |
289,155 | 13.7 | % | |||||
Steven D. Lebowitz (5) |
178,840 | 8.4 | % | |||||
Pangea Ventures, L.P. (6) |
118,807 | 5.6 | % | |||||
Clayton Partners LLC (7) |
118,500 | 5.6 | % | |||||
Named Executive Officers and Directors |
||||||||
Kimberly S. Lody (8) |
69,904 | 3.3 | % | |||||
Brandon M. Ribar (9) |
29,757 | 1.4 | % | |||||
David R. Brickman (10) |
26,552 | 1.3 | % | |||||
Philip A. Brooks (11) |
5,805 | * | ||||||
Jill M. Krueger |
5,712 | * | ||||||
Steven T. Plochocki |
4,663 | * | ||||||
Michael W. Reid |
4,551 | * | ||||||
E. Rodney Hornbake |
4,689 | * | ||||||
Ross B. Levin |
3,129 | * | ||||||
Ed A. Grier |
2,947 | * | ||||||
All directors and executive officers as a group (15 persons) (12) |
192,543 | 9.1 | % | |||||
Carey P. Hendrickson (13) |
— | — |
* | Less than one percent. |
(1) | Pursuant to SEC rules, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power and as to which such person has the right to acquire such voting and/or investment power within 60 days. Percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person by the sum of the number of shares outstanding as of such date and the number of shares as to which such person has the right to acquire voting and/or investment power within 60 days (rounded to the nearest tenth of a percent). |
(2) | The percentages indicated are based on 2,117,481 shares of our common stock issued and outstanding on April 19, 2021. |
(3) | The address of the reporting persons reported on this line is c/o GF Investments, 810 Seventh Avenue, 28th Floor, New York, NY 10019. Shares reported on this line represent shares that may be deemed to be beneficially owned by Seymour Pluchenik, Sam Levinson, Simon Glick, Silk Partners, LP (“Silk”); Siget, LLC (“Siget”); Siget NY Partners, L.P. (“Siget NY”); 1271 Associates, LLC (“1271 Associates”); and PF Investors, LLC (“PF Investors”). Mr. Levinson is the chief investment officer of Siget NY. Siget NY is the investment manager of and makes investment decisions for Silk. 1271 Associates is the General Partner of Siget NY. Messrs. Glick and Pluchenik are the managing members of 1271 Associates. Siget is the General Partner of Silk. Messrs. Glick and Pluchenik are the managing members of Siget. By virtue of these relationships, each of Siget NY, 1271 Associates, Siget and Messrs. Levinson, Glick and Pluchenik may be deemed to beneficially own the shares owned directly by Silk. Mr. Pluchenik is the manager of PF Investors, and by virtue of this relationship, Mr. Pluchenik may be deemed to beneficially own the shares of Common Stock owned directly by PF Investors. Based solely on a Schedule 13D/A filed on July 1, 2019, and accounting for the 1-for-15 |
(4) | The address of Arbiter Partners Capital Management LLC (“Arbiter Partners”) is 530 Fifth Avenue, 20th Floor, New York, NY 10036. Arbiter Partners and Paul J. Isaac share voting power and share dispositive power with respect to all of the reported shares. Information relating to Arbiter Partners is based on a Schedule 13D filed with the SEC on March 10, 2017 and Form 4 filed with the SEC on August 29, 2017, as adjusted for the 1-for-15 |
(5) | The address of the reporting persons reported on this line is 1333 Second Street, Suite 650, Santa Monica, CA 90401. Shares reported on this line represent shares that may be deemed to be beneficially owned by Steven D. Lebowitz, Deborah P. Lebowitz, David Lebowitz, Amanda Lebowitz, Lauren Lebowitz Salem, Robert Lebowitz, Kathryn Lebowitz Silverberg, The Lebowitz Family Stock, LLC (“LFS LLC”) and Leonard S. Pearlstein. Based solely on a Schedule 13G/A filed on January 29, 2021, (i) Steven D. Lebowitz has sole voting and dispositive power with respect to 11,666 shares, shared voting power with respect to 160,176 shares and shared dispositive power with respect to 167,174 shares, (ii) Deborah P. Lebowitz has sole voting and dispositive power with respect to none of the shares and shared voting and dispositive power with respect to 160,176 shares, (iii) David Lebowitz and Amanda Lebowitz have sole voting and dispositive power with respect to none of the shares and shared voting and dispositive power with respect to 1,166 shares, (iv) Lauren Lebowitz Salem has sole voting power with respect to 3,000 shares, sole dispositive power with respect to none of the shares, shared voting power with respect to none of the shares, and shared dispositive power with respect to 3,000 shares, (v) Robert Lebowitz has sole voting power with respect to 200 shares, sole dispositive power with respect to none of the shares, shared voting power with respect to none of the shares, and shared dispositive power with respect to 200 shares, (vi) Kathryn Lebowitz Silverberg has sole voting power with respect to 2,166 shares, sole dispositive power with respect to none of the shares, shared voting power with respect to none of the shares, and shared dispositive power with respect to 2,166 shares, (vii) LFS LLC has sole voting and dispositive power with respect to 11,666 shares and shared voting and dispositive power with respect to none of the shares, and (viii) Leonard S. Pearlstein has sole voting power with respect to 466 shares, sole dispositive power with respect to none of the shares, shared voting power with respect to none of the shares, and shared dispositive power with respect to 466 shares. |
(6) | The address of the reporting persons reported on this line is 450 Park Avenue, Suite 2700, New York, NY 10022. Shares reported on this line represent shares that may be deemed to be beneficially owned by Pangea Ventures, L.P. (“Pangea”), Ortelius Advisors, L.P. (“Ortelius”) and Peter DeSorcy. Ortelius is the investment manager of Pangea. Peter DeSorcy is the Managing Member of the general partner of Ortelius, is a Managing Member of Ortelius and has a controlling interest in Ortelius, and, as a result, Peter DeSorcy may be deemed to beneficially own the shares beneficially owned by Pangea. Each of Pangea, Ortelius and Peter DeSorcy has sole voting and dispositive power with respect to none of the shares and shared voting and dispositive power with respect to 118,807 shares. The foregoing information regarding Pangea, Ortelius and Peter DeSorcy and their respective beneficial ownership of shares is based solely on a Schedule 13D filed on March 25, 2021. |
(7) | The address of Clayton Partners LLC is 3160 College Avenue, Suite 203, Berkeley, CA 94705. Clayton Partners LLC has sole voting and dispositive power with respect to 118,500 shares and shared voting and dispositive power with respect to none of the shares. The foregoing information regarding Clayton Partners LLC and the shares that it beneficially owns is based solely on a Schedule 13G filed on January 22, 2021. |
(8) | Consists of 6,636 shares held by Ms. Lody directly, 56,789 unvested shares of restricted stock (36,999 of which are subject to the Company’s achievement of certain performance targets), and 6,479 shares of common stock underlying the vested portion of an option to purchase shares of common stock at $111.90 per share. Does not include 3,338 shares underlying the unvested portion of such stock option and additional shares that are issuable upon the achievement of certain maximum performance targets. |
(9) | Consists of 7,216 shares held by Mr. Ribar directly and 22,541 unvested shares of restricted stock (14,054 of which are subject to the Company’s achievement of certain performance targets). Does not include additional shares that are issuable upon the achievement of certain maximum performance targets. |
(10) | Consists of 13,009 shares held by Mr. Brickman directly and 13,543 unvested shares of restricted stock (8,424 of which are subject to the Company’s achievement of certain performance targets). Does not include additional shares that are issuable upon the achievement of certain maximum performance targets. |
(11) | Consists of 5,387 shares held by Mr. Brooks directly and 418 shares held by the Philip A. Brooks Revocable Trust. |
(12) | Includes 61,615 shares held directly or indirectly by the executive officers and directors of the Company, 124,449 unvested shares of restricted stock (78,455 of which are subject to the Company’s achievement of certain performance targets) and 6,479 shares of common stock underlying the vested portion of an option to purchase shares of common stock at $111.90 per share. Does not include 3,338 shares underlying the unvested portion of such stock option and additional shares that are issuable upon the achievement of certain maximum performance targets. |
(13) | Mr. Hendrickson resigned as the Company’s Executive Vice President and Chief Financial Officer effective November 6, 2020 to pursue other career opportunities, and the Company has been unable to determine the number of shares of its common stock held by Mr. Hendrickson, if any. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
• | a director who is, or has been within the last three years, employed by us, or whose immediate family member is, or has been within the last three years, one of our executive officers, is not “independent”; |
• | a director who received, or whose immediate family member received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not “independent”; |
• | a director (a) who is or whose immediate family member is a current partner of a firm that is our internal or external auditor, (b) who is a current employee of such a firm, (c) whose immediately family member is a current employee of such a firm and participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice, or (d) who is, or whose immediate family member was within the last three years (but is no longer), a partner or employee of such a firm and personally worked on our audit within that time, is not “independent”; |
• | a director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that other company’s compensation committee, is not “independent”; |
• | a director who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues, is not “independent”; |
• | a director who serves as an executive officer, or whose immediate family member serves as an executive officer, of a tax exempt organization that, within the preceding three years, received contributions from us, in any single fiscal year, of an amount equal to the greater of $1 million or 2% of such organization’s consolidated gross revenue, is not “independent”; and |
• | a director who has a beneficial ownership interest of 10% or more in a company which has received remuneration from us in any single fiscal year in an amount equal to the greater of $1 million or 2% of such company’s consolidated gross revenue is not “independent” until three years after falling below such threshold. |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Services Rendered |
2020 |
2019 |
||||||
Audit fees (1) |
$ | 920,330 | $ | 1,085,000 | ||||
Audit-Related fees (2) |
87,130 | 98,500 | ||||||
Tax fees (3) |
— | — | ||||||
All other fees |
— | — | ||||||
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|
|
|
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Total |
$ | 1,007,460 | $ | 1,183,500 | ||||
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(1) | Includes professional services for the audit of our annual financial statements, reviews of the financial statements included in our Form 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements. |
(2) | Includes fees associated with assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. |
(3) | Includes fees associated with tax compliance, tax advice and tax planning. |
ITEM 15. |
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. |
(1) | The following documents required under this item were filed as part of the Original Filing: |
(2) | Exhibits: |
* | Filed herewith. |
# | Filed with Original Filing. |
CAPITAL SENIOR LIVING CORPORATION | ||
By: | /s/ KIMBERLY S. LODY | |
Kimberly S. Lody | ||
President, Chief Executive Officer and Director | ||
Date: April 30, 2021 |