SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act or 1934 For the quarterly period ended March 31, 2000 [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-13445. CAPITAL SENIOR LIVING CORPORATION --------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 75-2678809 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14160 Dallas Parkway, Suite 300, Dallas, Texas 75240 ---------------------------------------------------- (Address of principal executive offices) 972-770-5600 ------------ (Registrant's telephone number, including area code) Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- As of May 11, 2000, the Registrant had outstanding 19,717,347 shares of its Common Stock, $.01 par value.
<TABLE> <CAPTION> CAPITAL SENIOR LIVING CORPORATION INDEX Page Number ------ Part I. Financial Information Item 1. Financial Statements <S> <C> <C> <C> Consolidated Balance Sheets - - March 31, 2000 and December 31, 1999 3 Consolidated Statements of Income - - Three Months Ended March 31, 2000 and 1999 4 Consolidated Statements of Cash Flows - - Three Months Ended March 31, 2000 and 1999 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 17 Part II. Other Information Item 1. Legal Proceedings 17 Item 6. Exhibits and Reports on Form 8-K 18 Signature </TABLE> 2
PART I. FINANCIAL INFORMATION Item 1. Financial Statements <TABLE> <CAPTION> CAPITAL SENIOR LIVING CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands) March 31, December 31, 2000 1999 ---------------- ---------------- ASSETS (Unaudited) (Audited) <S> <C> <C> Current assets: Cash and cash equivalents........................................... $ 31,078 $ 32,988 Restricted cash..................................................... 2,274 -- Accounts receivable, net............................................ 2,598 3,392 Accounts receivable from affiliates................................. 8,233 9,055 Interest receivable................................................. 1,032 834 Federal and state income taxes receivable........................... 5,234 6,035 Deferred taxes...................................................... 910 910 Prepaid expenses and other.......................................... 486 508 ----------- ------------ Total current assets.......................................... 51,845 53,722 Property and equipment, net............................................... 104,014 104,723 Deferred taxes............................................................ 9,415 9,516 Notes receivable from affiliates.......................................... 35,051 30,596 Investments in limited partnerships....................................... 9,325 9,123 Assets held for sale...................................................... 7,573 9,549 Other assets.............................................................. 5,310 4,647 ----------- ------------ Total assets.................................................. $ 222,533 $ 221,876 =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable.................................................... $ 1,539 $ 2,512 Accrued expenses.................................................... 1,833 2,127 Current portion of notes payable.................................... 1,205 1,199 Customer deposits................................................... 928 911 ----------- ------------ Total current liabilities..................................... 5,505 6,749 Deferred income from affiliates........................................... 1,970 1,785 Notes payable, net of current portion..................................... 58,205 58,416 Line of credit............................................................ 34,000 34,000 Minority interest in consolidated partnership............................. 11,832 11,377 Commitments and contingencies Shareholders' equity: Preferred stock, $.01 par value: Authorized shares 15,000,000; no shares issued or outstanding. -- -- Common stock, $.01 par value: Authorized shares 65,000,000; issued and outstanding 19,717,347 at March 31, 2000 and December 31, 1999............ 197 197 Additional paid-in capital.......................................... 91,935 91,935 Retained earnings................................................... 18,889 17,417 ----------- ------------ Total shareholders' equity.................................... 111,021 109,549 ----------- ------------ Total liabilities and shareholders' equity.................... $ 222,533 $ 221,876 =========== ============ </TABLE> See accompanying notes. 3
<TABLE> <CAPTION> CAPITAL SENIOR LIVING CORPORATION CONSOLIDATED STATEMENTS OF INCOME (in thousands, except earnings per share) Three Months Ended March 31, ----------------------------- 2000 1999 --------------- ------------ (Unaudited) (Unaudited) <S> <C> <C> Revenues: Resident and healthcare revenue................ $ 10,267 $ 10,208 Rental and lease income........................ 993 1,093 Unaffiliated management services revenue....... 726 697 Affiliated management services revenue......... 120 112 Unaffiliated development fees.................. 241 553 Affiliated development fees.................... 163 2,805 ---------- ----------- Total revenues............................. 12,510 15,468 Expenses: Operating expenses............................. 6,234 5,968 General and administrative expenses............ 2,147 2,106 Depreciation and amortization.................. 1,034 1,121 ---------- ----------- Total expenses............................. 9,415 9,195 ---------- ----------- Income from operations............................... 3,095 6,273 Other income (expense): Interest income................................ 1,378 1,733 Interest expense............................... (1,959) (1,479) Gain on sale of properties..................... 303 -- ---------- ----------- Income before income taxes and minority interest in consolidated partnership....................... 2,817 6,527 Provision for income taxes........................... (890) (2,515) ---------- ----------- Income before minority interest in consolidated partnership.................................... 1,927 4,012 Minority interest in consolidated partnership........ (455) (160) ---------- ----------- Net income........................................... $ 1,472 $ 3,852 ========== =========== Net income per share: Basic.......................................... $ 0.07 $ 0.20 ========== =========== Diluted........................................ $ 0.07 $ 0.20 ========== =========== Weighted average shares outstanding - basic.... 19,717 19,717 ========== =========== Weighted average shares outstanding - diluted.. 19,746 19,720 ========== =========== </TABLE> See accompanying notes. 4
<TABLE> <CAPTION> CAPITAL SENIOR LIVING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended March 31, ------------------------------- 2000 1999 ------------ ------------ (Unaudited) (Unaudited) <S> <C> <C> Operating Activities Net income.......................................................... $ 1,472 $ 3,852 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization................................. 1,034 1,121 Amortization of deferred financing charges.................... 46 144 Gain on sale of assets........................................ (303) -- Minority interest in consolidated partnership................. 455 159 Deferred tax expense.......................................... 101 101 Deferred income from affiliates............................... 185 377 Deferred income............................................... -- 90 Changes in operating assets and liabilities, net of acquisitions: Restricted cash........................................... (2,274) -- Accounts receivable....................................... 794 (579) Accounts receivable from affiliates....................... 822 (2,865) Interest receivable....................................... (198) (153) Prepaid expenses and other................................ 22 15 Other assets.............................................. (681) (94) Federal and state income taxes............................ 801 95 Accounts payable and accrued expenses..................... (1,267) (528) Customer deposits......................................... 17 (1) ------------- ------------ Net cash provided by operating activities........................... 1,026 1,734 Investing Activities Capital expenditures................................................ (302) (751) Proceeds from the sale of assets.................................... 2,279 -- Advances to affiliates.............................................. (4,455) (8,551) Distribution from (investments in) limited partnership.............. (202) 277 ------------- ------------ Net cash used in investing activities............................... (2,680) (9,025) Financing Activities Proceeds from notes payable and line of credit...................... 206 421 Repayment of notes payable......................................... (411) (192) Deferred loan charges paid (refunded)............................... (51) 5 ------------- ------------ Net cash provided by (used in) financing activities................. (256) 234 ------------- ------------ Decrease in cash and cash equivalents............................... (1,910) (7,057) Cash and cash equivalents at beginning of period.................... 32,988 35,827 ------------- ------------ Cash and cash equivalents at end of period.......................... $ 31,078 $ 28,770 ============= ============ Supplemental disclosures: Cash paid during the period for: Interest..................................................... $ 2,083 $ 1,337 ============= ============ Income taxes................................................. $ 30 $ 1,420 ============= ============ </TABLE> See accompanying notes. 5
CAPITAL SENIOR LIVING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2000 (unaudited) 1. BASIS OF PRESENTATION Capital Senior Living Corporation, a Delaware corporation (the "Company"), was incorporated on October 25, 1996. The accompanying consolidated financial statements include the financial statements of Capital Senior Living Corporation and its subsidiaries and a limited partnership owned and controlled by it. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated balance sheet, as of December 31, 1999, has been derived from audited consolidated financial statements of the Company for the year ended December 31, 1999, and the accompanying unaudited consolidated financial statements, as of March 31, 2000 and 1999, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. For further information, refer to the financial statements and notes thereto for the year ended December 31, 1999 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2000. In the opinion of the Company, the accompanying consolidated financial statements contain all adjustments (all of which were normal recurring accruals) necessary to present fairly the Company's financial position as of March 31, 2000, and results of operations and cash flows for the three months ended March 31, 2000 and 1999. The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results for the year ending December 31, 2000. 2. TRANSACTIONS WITH AFFILIATES The Company has entered into development and management agreements with the partnerships set out below (the "Triad Entities") for the development and management of new senior living communities. The Triad Entities own and finance the construction of the new senior living communities. The communities are primarily Waterford communities. The development of senior living communities typically involves a substantial commitment of capital over a 12-month construction period during which time no revenues are generated, followed by a 14- to 18-month lease up period. The Company is accounting for these investments under the equity method of accounting based on the provisions of the Triad Entities partnership agreements. 6
<TABLE> <CAPTION> CAPITAL SENIOR LIVING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table sets forth the percentage ownership the Company has in each of the Triad Entities, the capital invested, information related to loans made by the Company to each Triad Entity and information on deferred income related to each Triad Entity (dollars in thousands): Notes Receivable Deferred Income ----------------------------------------------- --------------------- Balance Ownership Capital Committed Mar. 31, Interest Development Entity Interest Investment Amount 2000 Maturity Rate Interest Fees ------ -------- ---------- ------ ---- -------- ---- -------- ---- <S> <C> <C> <C> <C> <C> <C> <C> <C> Triad Senior Living I, L.P. (Triad I) 19.0% $3,000 $ -- $ 1,302 -- 8.0% $ 231 $ 409 Triad Senior Living II, L.P. September (Triad II) 19.0 74 15,000 11,888 25, 2003 10.5 189 201 Triad Senior Living III, February L.P. 19.0 143 15,000 10,165 8, 2004 10.5 162 383 (Triad III) Triad Senior Living IV, L.P. December (Triad IV) 19.0 143 10,000 6,333 30, 2003 10.5 103 111 Triad Senior Living V, L.P. June 30, (Triad V) 10.0 -- 10,000 4,069 2004 12.0 29 85 Triad Senior Living VI, L.P. October 1, (Triad VI) 5.0 -- 3,000 1,294 2004 12.0 2 -- </TABLE> The Company typically receives a development fee of 4% of project costs, as well as reimbursement of expenses and overhead not to exceed 4% of project costs. These fees are recorded over the term of the development project on a basis approximating the percentage of completion method. In addition, when properties become operational, the Company typically receives management fees in an amount equal to the greater of 5% of gross revenues or $5,000 per month per community, plus overhead not to exceed 1% of gross revenue. The Company has the option to purchase the partnership interests of the other parties in each of the Triad Entities, except in Triad I, for an amount equal to the amount paid for the partnership interest by the other partners, plus a noncompounded return of 12% per annum. In addition, each Triad Entity, except Triad I, provides the Company with an option to purchase the community developed by the applicable partnership upon their completion for an amount equal to the fair market value (based on a third-party appraisal but not less than hard and soft costs and lease-up costs) of the community. 7
CAPITAL SENIOR LIVING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) In December 1999, Triad I completed a recapitalization in which an affiliate of Lehman Brothers purchased from a third party 80% of the limited partnership interests in Triad I. The Company continues to own a 19% limited partnership interest in Triad I. The Company has the option to purchase the Triad I communities prior to December 31, 2001 for an amount specified in the partnership agreement, has an option to purchase the partnership interest of the other partners for an amount specified in the partnership agreement and is subject to the buy-sell provisions of the partnership agreement. The Company will continue to develop and manage the communities in the Triad I partnership. The Company has made no determination as to whether it will exercise any of these purchase options. 3. NET INCOME PER SHARE Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share considers the dilutive effect of outstanding options calculated using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except for per share amounts): <TABLE> <CAPTION> Three Months Ended March 31, ---------------------------- 2000 1999 ------------ ----------- <S> <C> <C> <C> Net income $ 1,472 $ 3,852 =========== =========== Weighted average shares outstanding - basic 19,717 19,717 Effect of dilutive securities: Employee stock options 29 3 ----------- ----------- Weighted average shares outstanding - diluted 19,746 19,720 =========== =========== Basic earnings per share $ 0.07 $ 0.20 =========== =========== Diluted earnings per share $ 0.07 $ 0.20 =========== =========== </TABLE> Options to purchase 1.5 million shares of common stock at prices ranging from $7.06 to $13.50 per share were not included in the computation of diluted earnings per share because the average daily price of the common stock during the first three months of fiscal 2000 did not exceed the exercise price of the options, and therefore, the effect would be antidulitive. 4. CONTINGENCIES On or about October 23, 1998, Robert Lewis filed a putative class action complaint on behalf of certain holders of assignee interests (the "Assignee Interests") in NHP Retirement Housing Partners I Limited Partnership ("NHP") in the Delaware Court of Chancery against NHP, the Company, Capital Senior Living Properties 2-NHPCT, Inc. and Capital Realty Group Senior Housing, Inc. (collectively, the "Defendants"). Mr. Lewis purchased ninety Assignee Interests in February 1993 for $180. The complaint alleges, among other things, that the Defendants breached, or aided and abetted a breach of, the express and implied terms of the NHP Partnership Agreement in connection with the sale of four properties by NHP to Capital Senior Living Properties 2-NHPCT, Inc. The complaint seeks, among other relief, rescission of the sale of those properties and unspecified damages. The Company believes the complaint is without merit and is vigorously defending itself in this action. The Company has filed a Motion to 8
CAPITAL SENIOR LIVING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Dismiss in this case, which is currently pending. The Company is unable to estimate the liability related to this claim, if any. The Company has pending claims incurred in the normal course of business, which, in the opinion of management, based on the advice of legal counsel, will not have a material effect on the financial statements of the Company. 5. PENDING MERGERS On April 18, 2000, the Company announced that it has reduced the merger consideration to the shareholders of ILM Senior Living, Inc. ("ILM I") and ILM II Senior Living, Inc. ("ILM II), collectively, to $155.0 million from $172.0 million. The parties have amended the merger agreements, which were announced on February 8, 1999 and previously amended on October 19, 1999. The amended merger agreements have been approved by the Board of Directors of each party and require the approval of the shareholders of ILM I and ILM II. If approved, the mergers are expected to be completed in July 2000. The primary assets of ILM I and ILM II, collectively, are 13 senior living communities that have been managed by the Company under management agreements since 1996. Under the two amended merger agreements, each of ILM I and ILM II will separately merge with and into a wholly-owned direct subsidiary of the Company with the aggregate issued and outstanding shares of ILM I and ILM II common stock receiving 100% of the merger consideration in cash. The outside termination date of the amended merger agreements is September 30, 2000. Each transaction requires the approval of two-thirds of the applicable shareholders of either ILM I or ILM II. The mergers are also subject to certain other customary conditions including regulatory approvals. Form 8-K's were filed by the Company on May 9, 2000, with copies of the amendments to the amended merger agreements attached thereto. The Company also announced that it had signed commitment letters with GMAC Commercial Mortgage Corporation and its affiliate to provide, subject to certain customary terms and conditions, acquisition financing for the cash consideration to be paid in each of the mergers with ILM I and ILM II and to refinance three communities owned by the Company. With the GMAC commitments, the Company will have sufficient cash and cash flow from operations to fund the ILM mergers. 9
CAPITAL SENIOR LIVING CORPORATION March 31, 2000 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The following discussion and analysis addresses (i) the Company's results of operations for the three months ended March 31, 2000 and 1999, respectively, and (ii) liquidity and capital resources of the Company and should be read in conjunction with the Company's consolidated financial statements contained elsewhere in this report. The Company generates revenue from a variety of sources. For the three months ended March 31, 2000, the Company's revenue was derived as follows: 82.1% from the operation of eleven owned senior living communities that are operated by the Company; 7.9% from lease rentals for triple net leases of three skilled nursing communities and two physical rehabilitation centers owned by HealthCare Properties L.P. ("HCP"); 6.8% from management fees arising from management services provided for four affiliate owned senior living communities and fifteen third party owned senior living communities and 3.2% derived from development fees earned for managing the development and construction of new senior living communities for affiliated and unaffiliated third parties, including the Triad Entities. The Company believes that the factors affecting the financial performance of communities managed under contracts with third parties do not vary substantially from the factors affecting the performance of owned and leased communities, although there are different business risks associated with these activities. The Company's third-party management fees are primarily based on a percentage of gross revenues. As a result, the cash flows and profitability of such contracts to the Company are more dependent on the revenues generated by such communities and less dependent on net cash flow than for owned communities. Further, the Company is not responsible for capital investments in managed communities. While the management contracts are generally terminable only for cause, in certain cases the contracts can be terminated upon the sale of a community, subject to the Company's rights to offer to purchase such community. The triple net leases extend through the year 2000 for two of its owned communities and through the year 2001 for three of its owned communities. The base payments under these leases are fixed and are not subject to change based upon the operating performance of these communities. Certain of these leases have additional rent based on operating performance. Following termination of the lease agreements (unless renewal options are utilized by the lessees), the Company may either convert and operate the communities as assisted living and Alzheimer's care communities, sell the communities or evaluate other alternatives. The Company's current management contracts expire on various dates through September 2009 and provide for management fees based generally upon rates that vary by contract from 4% of net revenues to 7% of net revenues. In addition, certain of the contracts provide for supplemental incentive fees that vary by contract based upon the financial performance of the managed community. The Company's development fees are generally based upon a percentage of construction costs and are earned over the period commencing with the initial 10
CAPITAL SENIOR LIVING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) development activities and ending with the opening of the community. As of March 31, 2000, development fees have been earned for services performed on 15 communities under development or expansion for third parties. Results of Operations The following table sets forth for the periods indicated, selected statements of income data in thousands of dollars and expressed as a percentage of total revenues. <TABLE> <CAPTION> Three Months Ended March 31, ---------------------------------------- 2000 1999 -------------------- ------------------- $ % $ % ---------- --------- --------- --------- <S> <C> <C> <C> <C> <C> Revenues: Resident and healthcare revenue................ $ 10,267 82.1 $10,208 66.0 Rental and lease income... 993 7.9 1,093 7.1 Unaffiliated management service revenue........ 726 5.8 697 4.5 Affiliated management service revenue........ 120 1.0 112 0.7 Unaffiliated development fees................... 241 1.9 553 3.6 Affiliated development fees................... 163 1.3 2,805 18.1 -------- ----- ------- ----- Total revenue............. 12,510 100.0 15,468 100.0 Expenses: Operating expenses........ 6,234 49.8 5,968 38.6 General and administrative expenses............... 2,147 17.2 2,106 13.6 Depreciation and amortization........... 1,034 8.3 1,121 7.2 -------- ----- ------- ----- Total expenses............ 9,415 75.3 9,195 59.4 -------- ----- ------- ----- Income from operations ........ 3,095 24.7 6,273 40.6 Other income (expense): Gain on sales of assets... 303 2.4 -- -- Interest income........... 1,378 11.0 1,733 11.2 Interest expense.......... (1,959) (15.7) (1,479) (9.6) -------- ----- ------- ----- Income before income taxes and minority interest in consolidated partnership.. 2,817 22.5 6,527 42.2 Provision for income taxes..... (890) (7.1) (2,515) (16.3) -------- ----- ------- ----- Income before minority interest in consolidated partnership............... 1,927 15.4 4,012 25.9 Minority interest in consolidated partnership.. (455) (3.6) (160) (1.0) -------- ----- ------- ----- Net income..................... $ 1,472 11.8 $ 3,852 24.9 ======== ===== ======= ===== </TABLE> Three Months Ended March 31, 2000 Compared to the Three Months Ended March 31, 1999 Revenues. Total revenues were $12.5 million in the three months ended March 31, 2000 compared to $15.5 million for the three months ended March 31, 1999, representing a decrease of $3.0 million or 19.1%. This decrease in revenue is the result of a $3.0 million decrease in development fee revenue. The reduction in development fee revenue reflects the Company's strategic initiatives aimed at ownership of assets, enhancing cash flows and discontinuing the use of joint ventures for future development. During the first quarter of fiscal 2000, the Company received development fee revenue on 15 communities compared to 35 communities in the first quarter of fiscal 1999. 11
CAPITAL SENIOR LIVING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Expenses. Total expenses were $9.4 million in the first quarter of fiscal 2000 compared to $9.2 million in the first quarter of fiscal 1999, representing an increase of $0.2 million or 2.4%. This increase is primarily due to slightly higher operating costs at our senior living communities. Other income and expense. Other income and expense decreased $0.5 million due to an increase in interest expense of $0.5 million, and a decrease in interest income of $0.3 million offset by a gain on the sale of one community, in Martin, TN, owned by HCP of $0.3 million. Interest expense increased as a result of slightly higher interest rates and debt outstanding in the first quarter of fiscal 2000 compared to 1999. Interest income decreased primarily as a result of a decrease in interest earned from NHP notes due to the revaluation of the NHP notes in the fourth quarter of fiscal 1999. Provision for income taxes. Provision for income taxes in the first quarter of fiscal 2000 was $0.9 million or 37.7% of taxable income, compared to $2.5 million or 39.5% of taxable income in the comparable quarter for 1999. The effective tax rates for the first quarter of 2000 and 1999 differ from the statutory tax rates because of state income taxes and permanent tax differences. Minority interest. Minority interest increased $0.3 million primarily due to the sale of one of the HCP communities and an increase in net income at HCP. The sale of the HCP community increased minority interest by approximately $0.1 million. Net income. As a result of the foregoing factors, net income decreased $2.4 million to $1.5 million for the three months ended March 31, 2000, as compared to $3.9 million for the three months ended March 31, 1999. Liquidity and Capital Resources In addition to approximately $31.1 million of cash balances on hand as of March 31, 2000, the Company's principal source of liquidity is expected to be cash flows from operations. The Company expects its cash and cash equivalents along with its net income and cash flow from operations to be sufficient to fund its short-term working capital requirements. The Company's long-term capital requirements, primarily for acquisitions, development and other corporate initiatives, will be dependent on the Company's ability to access funds through the debt and/or equity markets. There can be no assurance that the Company will continue to generate cash flows at or above current levels or that the Company will be able to obtain the capital necessary to meet its long-term capital requirements. The Company had net cash provided by operating activities of $1.0 million and $1.7 million in the first three months of fiscal 2000 and 1999, respectively. In the first quarter of fiscal 2000, the net cash provided by operating activities was primarily derived from net income of $1.5 million, net non-cash charges of $1.5 million and a decrease in accounts and income tax receivable of $2.4 million, offset by an increase in restricted cash of $2.3 million, increases in interest receivable and other assets of $0.9 million and a decrease in accounts payable and accrued expenses of $1.3 million. In the first quarter of fiscal 1999, cash from operating activities was primarily derived from net income of $3.9 million along with non-cash charges of $2.0 million, offset by increases in accounts and interest receivable of $3.6 million and a decrease in accounts payable and accrued expenses of $0.5 million. 12
CAPITAL SENIOR LIVING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) The Company had net cash used in investing activities of $2.7 million and $9.0 million in the first three months of fiscal 2000 and 1999, respectively. In the first three months of fiscal 2000, the Company's net cash used in investing activities was primarily the result of advances to the Triad Entities of $4.5 million, capital expenditures of $0.3 million and investments in limited partnerships of $0.2 million, offset by the proceeds from the sale of one of the HCP communities for $2.3 million. In the first three months of fiscal 1999, the Company's net cash used in investing activities was primarily from advances to the Triad Entities of $8.6 million, and capital expenditures of $0.8 million, offset by distributions from partnerships of $0.3 million. The Company had net cash used in financing activities of $0.3 million in first quarter of fiscal 2000, compared to net cash provided by financing activities of $0.2 million in the comparable quarter of fiscal 1999. For the first three months of fiscal 2000, net cash used in financing activities was primarily the result of reductions in the Company's debt outstanding under the Company's notes payable. For the first three months of fiscal 1999, net cash provided by financing activities was primarily the result of increases in debt outstanding under the Company's line of credit and notes payable. The Company derives the benefits and bears the risks attendant to the communities it owns. The cash flows and profitability of owned communities depends on the operating results of such communities and are subject to certain risks of ownership, including the need for capital expenditures, financing and other risks such as those relating to environmental matters. The cash flows and profitability of the HCP's owned communities that are leased to third parties depend on the ability of the lessee to make timely lease payments. Four of these properties had been leased until the year 2001 to HealthSouth Rehabilitation Corp. ("HealthSouth"), which provides acute spinal injury intermediate care at the property which is still operating. In August 1999, HealthSouth agreed to transfer control of two of these communities both of which had been closed since 1997 to HCP. HealthSouth agreed, however, to continue making its full lease payments to HCP. In the third quarter of fiscal 1999, the main campus of one property was sold for $2.7 million, resulting in a gain from sale of approximately $0.8 million. Two small facilities not adjacent to the main campus and the other community are for sale. During the first quarter of fiscal 2000 HCP sold the third of these communities to HealthSouth for $2.4 million, resulting in a gain of approximately $0.3 million. HCP's three other leases are all current in their lease obligations. However, the parent companies of two of these leases have filed for chapter 11 bankruptcy in the United States Bankruptcy Court for the district of Delaware. At this time, it is uncertain if bankruptcy protection would disrupt future payments of lease obligations. Following termination of these leases, the Company will either convert and operate the communities as assisted living and Alzheimer's care communities, attempt to sell the communities or evaluate other alternatives. HCP currently operates one of its communities. The cash flows and profitability of the Company's third-party management fees are dependent upon the revenues and profitability of the communities managed. While the management contracts are generally terminable only for cause, in certain cases contracts can be terminated upon the sale of a community, subject to the Company's rights to offer to purchase such community. The Company plans to continue to develop and acquire senior living communities. The development of senior living communities typically involves a substantial commitment of capital over a 12-month construction period during which time no revenues are generated, followed by a 14 to 18-month lease up period. 13
CAPITAL SENIOR LIVING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) The Company has entered into development and management agreements with the Triad Entities for the development and management of new senior living communities. The Triad Entities will own and finance the construction of the new communities. These communities are primarily Waterford communities. The Company typically receives a development fee of 4% of project costs, as well as reimbursement of expenses and overhead not to exceed 4% of project costs. In addition, when the properties become operational, the Company typically receives management fees in an amount equal to the greater of 5% of gross revenues or $5,000 per month per community, plus overhead not to exceed 1% of gross revenue. The Company holds 5% to 19% limited partnership interests in each of the Triad Entities. The Company has the option to purchase the partnership interests of the other parties in the Triad Entities, except for Triad I, for an amount equal to the amount paid for the partnership interest by the other partners, plus a noncompounded return of 12% per annum. In addition, each Triad Entity, except Triad I, provides the Company with an option to purchase the community developed by the applicable partnership upon their completion for an amount equal to the fair market value (based on a third-party appraisal but not less than hard and soft costs and lease-up costs) of the community. In December 1999, Triad I completed a recapitalization in which an affiliate of Lehman Brothers purchased from a third party 80% of the limited partnership interests in Triad I. The Company continues to own a 19% limited partnership interest in Triad I. The Company has the option to purchase the Triad I communities prior to December 31, 2001 for an amount specified in the partnership agreement, has an option to purchase the partnership interest of the other partners for an amount specified in the partnership agreement and is subject to the buy-sell provisions of the partnership agreement. The Company will continue to develop and manage the communities in the Triad I partnership. The Company has made no determination as to whether it will exercise any of these purchase options. The Company will evaluate the possible exercise of each purchase option based on the business and financial factors that may exist at the time these options may be exercised. Each Triad Entity finances the development of new communities through a combination of equity funding, traditional construction loans and permanent financing with institutional lenders secured by first liens on the communities and unsecured loans from the Company. The Company loans may be prepaid without penalty. The financings from institutional lenders are secured by first liens on the communities as well as assignment to the lenders of the construction contracts and the development and management agreements with the Company. Each development and management agreement assigned to an institutional lender is also guaranteed by the Company and those guarantees are also assigned to the lenders. In certain cases, the management agreements contain an obligation of the Company to make operating deficit loans to the Triad Entities if the other financing sources of the Triad Entities have been fully utilized. These operating deficit loan obligations, which are guaranteed by the Company, include making loans to fund debt service obligations to the lenders. 14
CAPITAL SENIOR LIVING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) The chart below sets forth information about Company loans made to the Triad Entities and financings from institutional lenders obtained by the Triad Entities (dollars in thousands): <TABLE> <CAPTION> Notes Receivable Construction Loan Facilities --------------------------------------------------- ---------------------------------------- Balance Committed Mar. 31, Interest Entity Amount 2000 Maturity Rate Amount Type Lender ------ ------ ---- -------- ---- ------ ---- ------ <S> <C> <C> <C> <C> <C> <C> <C> TriadSenior Living I, L.P. $50,000 construction, Bank One GMAC (Triad I) $ -- $ 1,302 -- 8.0% $50,000 take-out Triad Senior Living II, L.P. September 25, construction, Key (Triad II) $15,000 $11,888 2003 10.5% $26,800 mini-perm Bank TriadSenior Living III, February 8, construction, Guaranty L.P. $15,000 $10,165 2004 10.5% $56,300 mini-perm Federal (Triad III) TriadSenior Living IV, L.P. December 30, construction, Compass (Triad IV) $10,000 $ 6,333 2003 10.5% $18,600 mini-perm Bank TriadSenior Living V, L.P. June 30, construction, Bank of (Triad V) $10,000 $ 4,069 2004 12.0% $27,000 mini-perm America TriadSenior Living VI, L.P. October 1, (Triad VI) $ 3,000 $ 1,294 2004 12.0% $ -- -- -- </TABLE> Pending Mergers On April 18, 2000, the Company announced that it has reduced the merger consideration to the shareholders of ILM Senior Living, Inc. ("ILM I") and ILM II Senior Living, Inc. ("ILM II), collectively, to $155.0 million from $172.0 million. The parties have amended the merger agreements, which were announced on February 8, 1999 and previously amended on October 19, 1999. The amended merger agreements have been approved by the Board of Directors of each party and require the approval of the shareholders of ILM I and ILM II. If approved, the mergers are expected to be completed in July 2000. The primary assets of ILM I and ILM II, collectively, are 13 senior living communities that have been managed by the Company under management agreements since 1996. Under the two amended merger agreements, each of ILM I and ILM II will separately merge with and into a wholly-owned direct subsidiary of the Company with the aggregate issued and outstanding shares of ILM I and ILM II common stock receiving 100% of the merger consideration in cash. The outside termination date of the amended merger agreements is September 30, 2000. Each transaction requires the approval 15
CAPITAL SENIOR LIVING CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) of two-thirds of the applicable shareholders of either ILM I or ILM II. The mergers are also subject to certain other customary conditions including regulatory approvals. The Company also announced that it had signed commitment letters with GMAC Commercial Mortgage Corporation and its affiliate to provide, subject to certain customary terms and conditions, acquisition financing for the cash consideration to be paid in each of the mergers with ILM I and ILM II and to refinance three communities owned by the Company. With the GMAC commitments, the Company will have sufficient cash and cash flow from operations to fund the ILM mergers. Forward-Looking Statements Certain information contained in this report constitutes "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "expect," "anticipate," "estimate" or "continue" or the negative thereof or other variations thereon or comparable terminology. The Company cautions readers that forward-looking statements, including, without limitation, those relating to the Company's future business prospects, revenues, working capital, liquidity, capital needs, interest costs and income, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, due to several important factors herein identified, among others, and their risks and factors identified from time to time in the Company's reports filed with the Securities and Exchange Commission. 16
CAPITAL SENIOR LIVING CORPORATION March 31, 2000 Item 3. QUANTITATIVE AND QUALIITATIVE DISCLOSURES ABOUT MARKET RISK. The Company's primary market risk is exposure to changes in interest rates on debt instruments. As of March 31, 2000 the Company had $93.4 million in outstanding debt comprised of various fixed and variable rate debt instruments of $59.4 million and $34.0 million, respectively. Changes in interest rates would affect the fair market value of the Company's fixed rate debt instruments but would not have an impact on the Company's earnings or cash flows. Fluctuations in interest rates on the Company's variable rate debt instruments, which are tied to either the LIBOR or the prime rate, would affect the Company's earnings and cash flows but would not affect the fair market value of the variable rate debt. For each percentage point change in interest rates the Company's annual interest expense would increase by approximately $0.3 million based on its current outstanding variable debt. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS On or about October 23, 1998, Robert Lewis filed a putative class action complaint on behalf of certain holders of assignee interests (the "Assignee Interests") in NHP Retirement Housing Partners I Limited Partnership ("NHP") in the Delaware Court of Chancery against NHP, the Company, Capital Senior Living Properties 2-NHPCT, Inc. and Capital Realty Group Senior Housing, Inc. (collectively, the "Defendants"). Mr. Lewis purchased ninety Assignee Interests in NHP in February 1993 for $180. The complaint alleges, among other things, that the Defendants breached, or aided and abetted a breach of, the express and implied terms of the NHP Partnership Agreement in connection with the sale of four properties by NHP to Capital Senior Living Properties 2-NHPCT, Inc. The complaint seeks, among other relief, rescission of the sale of those properties and unspecified damages. The Company believes the complaint is without merit and is vigorously defending itself in this action. The Company has filed a Motion to Dismiss in this case, which is currently pending. The Company is unable to estimate the liability related to this claim, if any. The Company has pending claims incurred in the normal course of business, which, in the opinion of management, based on the advice of legal counsel, will not have a material effect on the financial statements of the Company. Item 2. CHANGES IN SECURITIES (And use of proceeds) Not Applicable Item 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable 17
CAPITAL SENIOR LIVING CORPORATION March 31, 2000 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable Item 5. OTHER INFORMATION Not Applicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits: 10.1 Amended and Restated Draw Promissory Note, dated March 1, 2000, of Triad Senior Living III, L.P., in favor of Capital Senior Living Properties, Inc. 27.1 Financial Data Schedule (B) Reports on Form 8-K (i) The Registrant filed a report on Form 8-K, dated February 15, 2000 to disclose a press release from January 27, 2000 relating to the Company's announcement to accelerate certain strategic initiatives. (ii) The Registrant filed a report on Form 8-K, dated March 17, 2000 to disclose a Rights Agreement between the Company and Chase Mellon Shareholder Services, L.L.C. dated as of March 9, 2000. 18
CAPITAL SENIOR LIVING CORPORATION March 31, 2000 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. Capital Senior Living Corporation (Registrant) By: /s/ Ralph A. Beattie -------------------- Ralph A. Beattie Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) Date: May 12, 2000 19