e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-13445
Capital Senior Living Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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75-2678809 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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14160 Dallas Parkway, Suite 300 |
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Dallas, Texas
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75254 |
(Address of principal executive offices)
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(Zip Code) |
(972) 770-5600
(Registrants telephone number, including area code)
NONE
(Former name, former
address and former fiscal year, if changed since last
report)
Indicate by check mark 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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act (Check One).
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
As of May 4, 2007, the Registrant had 26,458,057 outstanding shares of its Common Stock, $0.01 par
value.
CAPITAL SENIOR LIVING CORPORATION
INDEX
2
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
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March 31, |
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December 31, |
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2007 |
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2006 |
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(Unaudited) |
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(Note 1) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
20,521 |
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$ |
25,569 |
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Accounts receivable, net |
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6,422 |
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3,838 |
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Accounts receivable from affiliates |
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276 |
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784 |
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Federal and state income taxes receivable |
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527 |
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241 |
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Deferred taxes |
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672 |
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672 |
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Assets held for sale |
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1,611 |
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2,034 |
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Property tax and insurance deposits |
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5,678 |
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6,460 |
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Prepaid expenses and other |
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4,005 |
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3,493 |
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Total current assets |
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39,712 |
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43,091 |
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Property and equipment, net |
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312,278 |
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313,569 |
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Deferred taxes |
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15,530 |
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15,448 |
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Investments in limited partnerships |
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5,375 |
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5,253 |
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Other assets, net |
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15,420 |
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17,127 |
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Total assets |
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$ |
388,315 |
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$ |
394,488 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
2,801 |
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$ |
3,566 |
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Accrued expenses |
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8,942 |
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11,224 |
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Current portion of notes payable |
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3,995 |
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6,110 |
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Current portion of deferred income |
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4,775 |
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4,306 |
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Customer deposits |
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2,361 |
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2,478 |
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Total current liabilities |
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22,874 |
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27,684 |
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Deferred income |
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25,605 |
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26,073 |
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Notes payable, net of current portion |
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194,452 |
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196,647 |
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Commitments and contingencies |
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Shareholders equity: |
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Preferred stock, $.01 par value: |
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Authorized shares 15,000; no shares issued or outstanding |
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Common stock, $.01 par value: |
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Authorized shares 65,000 |
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Issued and outstanding shares 26,459,and 26,424 in 2006 and 2005, respectively |
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265 |
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264 |
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Additional paid-in capital |
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127,827 |
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127,448 |
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Retained earnings |
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17,292 |
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16,372 |
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Total shareholders equity |
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145,384 |
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144,084 |
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Total liabilities and shareholders equity |
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$ |
388,315 |
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$ |
394,488 |
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See accompanying notes to consolidated financial statements.
3
CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
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Three Months Ended |
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March 31, |
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2007 |
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2006 |
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Revenues: |
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Resident and health care revenue |
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$ |
41,305 |
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$ |
31,396 |
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Unaffiliated management services revenue |
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88 |
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411 |
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Affiliated management services revenue |
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539 |
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308 |
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Community reimbursement revenue |
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4,294 |
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4,442 |
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Total revenues |
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46,226 |
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36,557 |
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Expenses: |
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Operating expenses (exclusive of facility lease expense and
depreciation and amortization shown below) |
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25,385 |
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20,222 |
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General and administrative expenses |
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3,135 |
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2,886 |
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Facility lease expense |
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6,525 |
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2,128 |
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Stock-based compensation expense |
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251 |
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169 |
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Depreciation and amortization |
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2,745 |
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3,257 |
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Community reimbursement expense |
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4,294 |
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4,442 |
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Total expenses |
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42,335 |
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33,104 |
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Income from operations |
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3,891 |
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3,453 |
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Other income (expense): |
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Interest income |
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151 |
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70 |
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Interest expense |
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(3,285 |
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(5,224 |
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Gain on sale of assets |
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872 |
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197 |
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Write-off of deferred loan costs |
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(187 |
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(105 |
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Other income |
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55 |
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54 |
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Income (loss) before income taxes |
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1,497 |
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(1,555 |
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(Provision) benefit for income taxes |
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(577 |
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556 |
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Net income (loss) |
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$ |
920 |
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$ |
(999 |
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Per share data: |
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Basic income (loss) per share |
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$ |
0.04 |
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$ |
(0.04 |
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Diluted income (loss) per share |
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$ |
0.03 |
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$ |
(0.04 |
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Weighted average shares outstanding basic |
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26,149 |
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25,940 |
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Weighted average shares outstanding diluted |
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26,636 |
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25,940 |
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See accompanying notes to consolidated financial statements.
4
CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
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Three Months Ended |
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March 31, |
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2007 |
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2006 |
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Operating Activities |
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Net income (loss) |
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$ |
920 |
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$ |
(999 |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation |
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2,733 |
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3,114 |
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Amortization |
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12 |
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143 |
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Amortization of deferred financing charges |
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120 |
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324 |
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Amortization of deferred lease costs |
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85 |
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38 |
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Amortization of imputed interest |
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44 |
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55 |
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Deferred income from affiliates |
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16 |
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Deferred income |
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410 |
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441 |
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Deferred income taxes |
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(147 |
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(1,049 |
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Equity in the earnings of unconsolidated affiliates |
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(55 |
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(54 |
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Gain on sale of assets |
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(872 |
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(197 |
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Provision for bad debts |
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(25 |
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24 |
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Write-off of deferred loan costs |
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187 |
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105 |
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Stock based compensation expense |
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251 |
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169 |
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Changes in operating assets and liabilities, net of acquisitions: |
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Accounts receivable |
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(2,559 |
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(114 |
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Accounts receivable from affiliates |
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508 |
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(84 |
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Property tax and insurance deposits |
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782 |
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(465 |
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Prepaid expenses and other |
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(512 |
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747 |
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Other assets |
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1,685 |
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(1,665 |
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Accounts payable |
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(765 |
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(336 |
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Accrued expenses |
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(2,281 |
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(1,149 |
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Federal and state income taxes receivable/payable |
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(286 |
) |
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412 |
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Customer deposits |
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(117 |
) |
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(10 |
) |
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Net cash provided by (used in) operating activities |
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118 |
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(534 |
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Investing Activities |
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Capital expenditures |
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(1,442 |
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(1,096 |
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Proceeds from the sale of assets |
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885 |
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29,153 |
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Net (investment in) distributions from limited partnerships |
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(67 |
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(2,722 |
) |
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Net cash (used in) provided by investing activities |
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(624 |
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25,335 |
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Financing Activities |
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Proceeds from notes payable |
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9,500 |
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Repayments of notes payable |
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(13,854 |
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(19,094 |
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Restricted cash |
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973 |
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Cash proceeds from the exercise of stock options |
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129 |
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46 |
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Excess tax benefits on stock options exercised |
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65 |
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22 |
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Cash paid to settle interest rate lock agreement |
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(1,823 |
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Deferred financing charges paid |
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(382 |
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(493 |
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Net cash used in financing activities |
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(4,542 |
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(20,369 |
) |
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(Decrease) increase in cash and cash equivalents |
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(5,048 |
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4,432 |
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Cash and cash equivalents at beginning of period |
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25,569 |
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21,831 |
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Cash and cash equivalents at end of period |
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$ |
20,521 |
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$ |
26,263 |
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Supplemental Disclosures |
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Cash paid during the period for: |
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Interest |
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$ |
3,411 |
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$ |
5,097 |
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Income taxes |
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$ |
946 |
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$ |
82 |
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Non-cash transactions: |
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Conversion of interest rate cap agreement to notes payable |
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$ |
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$ |
5,727 |
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See accompanying notes to consolidated financial statements.
5
CAPITAL SENIOR LIVING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007
1. BASIS OF PRESENTATION
Capital Senior Living Corporation, a Delaware corporation (together with its subsidiaries, the
Company), is one of the largest operators of senior living communities in the United States in
terms of resident capacity. The Company owns, operates, develops and manages senior living
communities throughout the United States. As of March 31, 2007, the Company operated 64 senior
living communities in 23 states with an aggregate capacity of approximately 9,500 residents,
including 25 senior living communities which the Company owned, 12 senior living communities in
which the Company had an ownership interest, 23 senior living communities that the Company leased
and four senior living communities it managed for third parties. As of March 31, 2007, the Company
also operated one home care agency. The accompanying consolidated financial statements include the
financial statements of Capital Senior Living Corporation and its wholly owned subsidiaries. The
Company accounts for significant investments in unconsolidated affiliated companies using the
equity method of accounting. All material intercompany balances and transactions have been
eliminated in consolidation.
The accompanying consolidated balance sheet, as of December 31, 2006, has been derived from audited
consolidated financial statements of the Company for the year ended December 31, 2006, and the
accompanying unaudited consolidated financial statements, as of March 31, 2007 and 2006, 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 accounting principles generally accepted in the United States 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, 2006 included in the Companys Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2007.
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 Companys
financial position as of March 31, 2007, results of operations and cash flows for the three months
ended March 31, 2007 and 2006. The results of operations for the three months ended March 31, 2007
are not necessarily indicative of the results for the year ending December 31, 2007.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments in Joint Ventures
The Company accounts for its investments in joint ventures under the equity method of accounting.
The Company is the general partner in two joint ventures and owns member interests in a third joint
venture. The Company has not consolidated these joint venture interests because the Company has
concluded that the limited partners or the other members of each joint venture has substantive
kick-out rights or substantive participating rights as defined in EITF Issue 04-05 Determining
Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or
Similar Entity When the Limited Partners Have Certain Rights. (EITF 04-05). Under the equity
method of accounting the Company records its investments in joint ventures at cost and adjusts each
such investment for its share of earnings and losses of the joint venture.
Assets Held for Sale
The Company determines the fair value, net of costs of disposal, of an asset on the date the asset
is categorized as held for sale, and the asset is recorded at the lower of its fair value, net of
cost of disposal, or carrying value on that date. The Company periodically reevaluates assets held
for sale to determine if the assets are still recorded at the lower of fair value, net of cost of
disposal, or carrying value. The Company has three parcels of land held for sale at March 31, 2007.
The fair value of these properties is generally determined based on market rates, industry trends
and recent comparable sales transactions. The actual sales price of these assets could differ
significantly from the Companys estimates.
In June 2006, the Company acquired a senior living community in Arlington, Texas, (Meadow View)
from the Covenant Group of Texas, Inc. (Covenant) and classified Meadow View as held for sale at
June 30, 2006 and estimated at that time that the community had an aggregate fair value, net of
costs of disposal, of $2.4 million. In July 2006, the Company sold Meadow View to an unrelated
third party for $2.6 million, resulting in net proceeds to the Company of approximately $2.4
million.
6
In March 2007, the Company sold one parcel of land located in Baton Rouge, Louisiana that had been
classified as held for sale. The land parcel sold for $0.5 million, net of closing costs, resulting
in a gain on sale of approximately $0.1 million and net proceeds of approximately $0.5 million.
The Company estimates the three parcels of land that were held for sale at March 31, 2007 have an
aggregate fair value, net of costs of disposal, that exceeds the carrying value of $1.6 million.
The amounts that the Company will ultimately realize could differ materially from this estimate.
Leases Accounting
The Company determines whether to account for its leases as either operating, capital or financing
leases depending on the underlying terms of the lease agreement. This determination of
classification is complex and requires significant judgment relating to certain information
including the estimated fair value and remaining economic life of the community, the Companys cost
of funds, minimum lease payments and other lease terms. As of March 31, 2007, the Company leased 23
communities and classified each of these leases as an operating lease. The Company incurs lease
acquisition costs and amortizes these costs over the term of the lease agreement. Facility lease
expense in the Companys statement of operations includes the actual rent paid plus amortization
expense relating to leasehold acquisition costs.
Certain leases entered into by the Company qualified as sale/leaseback transactions under the
provisions of Financial Accounting Standards No. 98, Accounting for Leases (FAS 98) and, as
such, any related gains have been deferred and are being amortized over the lease term. The
amortization of the deferred gains is included in gain on sale of assets in the statement of
operations.
Financial Instruments
Effective January 31, 2005, the Company entered into an interest rate cap agreement with a
commercial bank to reduce the impact of increases in interest rates on the Companys variable rate
loans. One interest rate cap agreement effectively limits the interest rate exposure on the
notional amount to a maximum London Interbank Offered Rate (LIBOR) of 5%, as long as one-month
LIBOR is less than 7%. If one-month LIBOR is greater than 7%, the agreement effectively limits the
interest rate on the same notional amount to a maximum LIBOR of 7%. This interest rate cap
agreement has $33 million of notional amounts left and expires on January 31, 2008. During the
three months ended March 31, 2007, the Company received $28,000 under the terms of this interest
rate cap agreement and recorded the amount received as a reduction in interest expense. The cost of
this agreement is being amortized to interest expense over the life of the agreement.
Income Taxes
The Company accounts for income taxes under the provision of SFAS No. 109, Accounting for Income
Taxes (FAS 109). Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Management regularly evaluates the future realization of
deferred tax assets and provides a valuation allowance, if considered necessary, based on such
evaluation. The Company currently has a cumulative three year loss and therefore has evaluated
various tax planning strategies that it believes are both prudent and feasible, including various
strategies to utilize net built-in gains on the Companys appreciated assets. The Company believes
that based upon these tax planning strategies, it will be able to realize the deferred tax asset.
Net Income (Loss) Per Share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding during the period. Diluted net income (loss) per share
considers the dilutive effect of outstanding options and non-vested stock calculated using the
treasury stock method. Due to net losses in the three months ended March 31, 2006, no common stock
equivalents were considered in the calculation of diluted earnings per share.
7
The following table sets forth the computation of basic and diluted net income (loss) per share (in
thousands, except for per share amounts):
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|
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|
|
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|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Net income (loss) |
|
$ |
920 |
|
|
$ |
(999 |
) |
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
26,149 |
|
|
|
25,940 |
|
Effects of dilutive securities: |
|
|
|
|
|
|
|
|
Employee equity compensation plans |
|
|
487 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted |
|
|
26,636 |
|
|
|
25,940 |
|
|
|
|
|
|
|
|
Basic income (loss) per share |
|
$ |
0.04 |
|
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
Diluted income (loss) per share |
|
$ |
0.03 |
|
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
Reclassifications
Certain reclassifications have been made to prior year quarterly amounts to conform to year end and
current year presentation. The Companys income statements now separately reflect community
reimbursement revenue and expense. Pursuant to Emerging Issues Task Force (EITF) Issue No. 01-14,
Income Statement Characterization of Reimbursements Received for Out of Pocket Expenses
Incurred, and EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
Agent, management concluded during the fourth quarter of fiscal 2006 that the accounting for
certain reimbursements (primarily salaries and related overhead charges) related to joint venture
and third party community operations should be presented on a grossed up basis versus a net expense
basis. Accordingly, the Company has classified these expense reimbursements as community
reimbursement revenue and community reimbursement expense in the consolidated statements of
operations for the three months ended March 31, 2006 in order to be consistent with the current
presentation for the three months ended March 31, 2007. This classification resulted in an increase
in total revenues and total operating expenses from the amounts previously reported of $4.4 million
for the three months ended March 31, 2006. This reclassification had no impact on operating income,
net income, earnings per share or stockholders equity.
3. TRANSACTIONS WITH AFFILIATES
SHPII/CSL
The Company accounts for its investment in four joint ventures (collectively SHPII/CSL) under the
equity method of accounting and the Company recognized earnings in the equity of SHPII/CSL of $0.1
million in each of the three months ended March 31, 2007 and 2006. In addition, the Company earned
$0.3 million in management fees on the four senior living communities owned by SHPII/CSL (the
Spring Meadows Communities) in each of the three months ended March 31, 2007 and 2006.
Midwest I
The Company accounts for its investment in Midwest Portfolio Holdings, LP (Midwest I) under the
equity method of accounting and the Company recognized earnings in the equity of Midwest I of
$27,000 and $2,000 in the three months ended March 31, 2007 and 2006, respectively. The Company
earned $0.1 million and $49,000 in management fees on the five communities owned by Midwest I in
the three months ended March 31, 2007 and 2006, respectively. Midwest I has not completed its
analysis of the purchase price of the five communities it acquired in fiscal 2006 and therefore the
Companys equity information disclosed above should be considered preliminary.
Midwest II
The Company formed Midwest Portfolio Holdings II, LP (Midwest II) in fiscal 2006 and accounts for
its investment in Midwest II under the equity method of accounting. The Company recognized a loss
in the equity of Midwest II of $24,000 in the three months ended March 31, 2007. The Company earned
$0.1 million in management fees on the three communities owned by Midwest II in the three months
ended March 31, 2007. Midwest II has not completed its analysis of the purchase price of the three
communities it acquired in fiscal 2006 and therefore the Companys equity information disclosed
above should be considered preliminary.
BRE/CSL
In March 2007, the Company received a final distribution from three joint ventures (collectively
BRE/CSL) of $0.4 million relating to the sale of the six communities owned by BRE/CSL to Ventas
Healthcare Properties, Inc. (Ventas). This distribution resulted in
8
the recognition of an additional gain of $0.4 million, which has been deferred and is being
amortized in the Companys statement of operations over the remaining initial lease term.
4. DEBT REFINANCINGS
On March 21, 2007, the Company refinanced $9.5 million of mortgage debt on one of its senior living
communities (Gramercy Hill) with Federal Home Loan Mortgage Corporation (Freddie Mac). As part
of the refinancing, the Company received approximately $2.1 million in cash proceeds, net of
closing costs. The new mortgage loan has a ten-year term with a one-year extension available at the
Companys option, interest fixed at 5.75% and requires interest only payments in the first two
years with principal amortized thereafter over a 25-year term. The Company incurred $0.2 million in
deferred financing costs related to this loan, which is being amortized over ten years. In
addition, as part of this refinancing, the Company wrote-off $13,000 in deferred loan costs and
paid $0.2 million in loan exit fees to the prior lender. The loan exit fees are a component of
write-off of deferred loan costs in the accompanying statement of operations.
On June 9, 2006, the Company refinanced $110.0 million of mortgage debt on 15 senior living
communities with the Freddie Mac. As part of the refinancing, the Company repaid approximately
$14.8 million of mortgage debt on the 15 communities. The new mortgage loans each have a ten-year
term with interest rates fixed at 6.29% for the first nine years and with principal amortized over
a 25-year term. At the beginning of the tenth year, the loans will convert to a floating interest
rate to provide flexibility regarding financing alternatives. The loans are cross-collateralized
and cross-defaulted with release provisions. The Company incurred $1.9 million in deferred
financing costs related to these loans, which is being amortized over ten years. In addition, the
Company wrote-off $0.8 million in deferred loan costs on the loans refinanced and paid $0.2 million
in loan exit fees to the prior lender.
On June 20, 2006, the Company refinanced $33.0 million of mortgage debt on four senior living
communities with Capmark Finance Inc. (Capmark). The new mortgage loans have a three-year term
plus options for two one-year extensions at the Companys option with variable interest rates tied
to the 30-day LIBOR plus a spread of 260 basis points. Principal is being amortized over a 25-year
term. The Company has an interest rate cap in place thru January 2008, which limits the maximum
rate on these loans to approximately 7.60%. The loans are cross-collateralized and cross-defaulted
with release provisions. The Company incurred $0.5 million in deferred financing costs related to
these loans, which is being amortized over three years. In addition, the Company wrote-off $14,000
in deferred loan costs on the loans refinanced and paid $0.5 million in loan exit fees to the prior
lender.
5. NEW ACCOUNTING STANDARDS
Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in
Income Taxes An Interpretation of FASB Statement No. 109 (FIN 48). In July 2006, FASB issued
FIN 48, which became effective for the Company on January 1, 2007. This standard clarifies the
accounting for income tax benefits that are uncertain in nature. Under FIN 48, a company is
required to recognize a tax benefit in its financial statements for an uncertain tax position only
if managements assessment is that its position is more likely than not (i.e., a greater than 50
percent likelihood) to be upheld on audit based only on the technical merits of the tax position.
This accounting standard also provides guidance on thresholds, measurement, derecognition,
classification, interest and penalties, accounting in interim periods, disclosure, and transition
that is intended to provide better financial-statement comparability among different companies.
Under the transition guidance for implementing FIN 48, any required cumulative-effect adjustment
was required to be recorded to retained earnings as of January 1, 2007. The Companys policy is to
recognize interest related to unrecognized tax benefits as interest expense and penalties as income
tax expense. The Company is not subject to income tax examinations for tax years prior to 2003. The
adoption of FIN 48 did not have a material effect on the Companys results of operations or
financial position.
FASB Statement No. 157, Fair Value Measurements (FAS 157). In September 2006, FASB issued FAS
157, which will become effective for the Company on January 1, 2008. FAS 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about fair value
measurements. FAS 157 does not require any new fair value measurements but would apply to assets
and liabilities that are required to be recorded at fair value under other accounting standards.
The impact, if any, to the Company from the adoption of FAS 157 in 2008 will depend on the
Companys assets and liabilities at the time that they are required to be measured at fair value.
6. STOCK-BASED COMPENSATION
The 1997 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation (as amended, the
1997 Plan), provides for the grant of restricted stock awards and stock options to purchase
shares of the Companys common stock. The 1997 Plan authorizes the
9
Company to issue 2.6 million shares of common stock and the Company has reserved 1.6 million shares
of common stock for future issuance under the 1997 Plan.
Stock Options
The Companys stock option program is a long-term retention program that is intended to attract,
retain and provide incentives for employees, officers and directors and to align stockholder and
employee interest. The Companys options generally vest over one to five years and the related
expense is amortized on a straight-line basis over the vesting period.
A summary of the Companys stock option activity and related information for the three months ended
March 31, 2007 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
Options |
|
|
Period |
|
Granted |
|
Exercised |
|
Forfeited |
|
End of Period |
|
Exercisable |
Shares |
|
|
1,026,682 |
|
|
|
|
|
|
|
28,616 |
|
|
|
2,000 |
|
|
|
996,066 |
|
|
|
971,566 |
|
Weighted average price |
|
$ |
4.80 |
|
|
$ |
|
|
|
$ |
4.48 |
|
|
$ |
4.50 |
|
|
$ |
4.81 |
|
|
$ |
4.73 |
|
The options outstanding and the options exercisable at March 31, 2007 had an intrinsic value
of $6.8 million and $6.7 million, respectively.
Restricted Stock
The Company grants restricted stock under the 1997 Plan and the 1997 Plan provides for the
restricted stock to be awarded to employees and officers. Restricted stock granted generally vests
over a period of three and one half to four years but such awards are considered outstanding at the
time of grant, since the holders thereof are entitled to dividends and voting rights.
A summary of the Companys restricted stock awards activity and related information for the three
months ended March 31, 2007, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
Period |
|
Issued |
|
Vested |
|
Forfeited |
|
End of Period |
Shares |
|
|
283,445 |
|
|
|
10,000 |
|
|
|
3,500 |
|
|
|
3,750 |
|
|
|
286,195 |
|
The restricted stock outstanding at March 31, 2007 had an intrinsic value of $3.3 million.
During the three months ended March 31, 2007, the Company awarded 10,000 shares of restricted
common stock to certain employees of the Company. The average market value of the common stock on
the date of grant was $10.41. These awards of restricted shares vest over a four-year period and
had an intrinsic value of $0.1 million on the date of issue.
Stock Based Compensation
The Company accounts for share-based compensation under the principles of Financial Accounting
Standards No. 123 (revised) (FAS 123R). The Company uses the Black-Scholes option pricing model
to estimate the grant date fair value of its stock. The Black-Scholes model requires the input of
certain assumptions including expected volatility, expected dividend yield, expected life of the
option and the risk free interest rate. The expected volatility used by the Company is based
primarily on an analysis of historical prices of the Companys common stock. The expected term of
options granted is based primarily on historical exercise patterns on the Companys outstanding
stock options. The risk free rate is based on zero-coupon U.S. Treasury yields in effect at the
date of grant with the same period as the expected option life. The Company does not currently plan
to pay dividends on its common stock and therefore has used a dividend yield of zero in determining
the fair value of its awards. The option forfeiture rate assumption used by the Company, which
affects the expense recognized as opposed to the fair value of the award, is based primarily on the
Companys historical option forfeiture patterns.
10
The following table presents the Companys assumptions utilized to estimate the grant date fair
value of stock options:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Three Months Ended |
|
|
March 31, 2007 |
|
March 31, 2006 |
Expected volatility |
|
|
51-58 |
% |
|
|
54-63 |
% |
Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
Expected term in years |
|
|
7.5 |
|
|
|
7.5 |
|
Risk free rate |
|
|
4.3-5.1 |
% |
|
|
4.6-6.5 |
% |
Expected forfeiture rate |
|
|
2.0 |
% |
|
|
8.0 |
% |
The Company has total stock-based compensation expense of $1.8 million not recognized as of March
31, 2007 and expects this expense to be recognized over approximately a four-year period.
7. CONTINGENCIES
In April 2005, the Company filed a claim before the American Arbitration Association in Dallas,
Texas against a former brokerage consultant and her company (collectively, Respondents) for (1) a
declaratory judgment that it has fulfilled certain obligations to Respondents under contracts the
parties had signed related to the acquisition by the Company of all the outstanding stock of CGI
Management, Inc. (CGIM), a wholly owned subsidiary of Covenant, (2) damages resulting from
alleged breach of a confidentiality provision, and (3) damages for unpaid referral fees. Respondent
filed a counterclaim for causes of action including breach of contract, duress, and undue
infliction of emotional distress. In March 2006, the claim and counterclaim were settled.
On January 11, 2006, the Company received a demand letter from the Texas Property and Casualty
Insurance Guaranty Association (TPCIGA) for repayment of $199,737 in workers compensation
payments allegedly made by TPCIGA on behalf of Company employees. The Company has also received
other correspondence for repayment of $45,358 on the same basis. TPCIGAs letter states that it has
assumed responsibility for insureds of Reliance Insurance Company (Reliance), which was declared
insolvent and ordered into liquidation in October of 2001 by the Commonwealth Court of
Pennsylvania. Reliance had previously been the Companys workers compensation carrier. The Company
had requested additional information from TPCIGA to verify that the Company was indeed the employer
of the individuals on whose behalf TPCIGA had paid claims. TPCIGA had not provided sufficient
documentation at that time for the Company to fully evaluate such claims. On July 19, 2006, TPCIGA
filed a petition in the 53rd Judicial District Court of Travis County, Texas seeking repayment of
approximately $50,000 in claims and allocated loss adjustment expenses in connection with claims
payable under the Reliance policy issued to the Company as well as future payments and attorneys
fees. On March 1, 2007, the Company and TPCIGA settled all claims between the parties.
The Company has other pending claims not mentioned above (Other Claims) incurred in the normal
course of its business. Most of these Other Claims are believed by management to be covered by
insurance, subject to normal reservations of rights by the insurance companies and possibly subject
to certain exclusions in the applicable insurance policies. Whether or not covered by insurance,
these Other Claims, in the opinion of management, based on advice of legal counsel, should not have
a material effect on the consolidated financial statements of the Company if determined adversely
to the Company.
8. SUBSEQUENT EVENTS
On April 11, 2007, Healthcare Properties Investors, Inc. (HCPI) acquired a senior living
community (Crescent Place) previously owned by Covenant and managed by the Company in a
transaction valued at approximately $8.0 million and immediately leased Crescent Place to the
Company. The lease has an initial term of ten years, with two ten-year renewal extensions available
at the Companys option. The initial lease rate was 7.25% and is subject to certain conditional
escalation clauses. The Company expects to account for this lease as an operating lease. The
Companys previous management agreement with Covenant was terminated.
On April 26, 2007, the Company entered into a purchase and sale agreement to sell one of its
communities for $10.0 million subject to certain purchase price adjustments set forth in the
purchase and sale agreement. The buyer has a 45-day due diligence period and a one time option to
extend the due diligence period for an additional 45 days in order to obtain financing. The date
for closing the purchase and sale would be on or before 30 days after the expiration of the due
diligence period.
On May 3, 2007, the Company refinanced $30.0 million of mortgage debt on four senior living
communities with Federal National Mortgage Association (Fannie Mae). The new mortgage loans have
a ten-year term, interest fixed at 5.91% with principal amortized over a 30-year term. The new
loans will replace $32.7 million of variable rate debt with an effective interest rate of 7.6%.
11
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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, would, intend, could, believe, 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 Companys 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. These factors include the Companys ability to find
suitable acquisition properties at favorable terms, financing, licensing, business conditions,
risks of downturn 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 the Companys reports filed with the SEC.
Overview
The following discussion and analysis addresses (i) the Companys results of operations for the
three months ended March 31, 2007 and 2006, respectively, and (ii) liquidity and capital resources
of the Company and should be read in conjunction with the Companys consolidated financial
statements contained elsewhere in this report.
The Company is one of the largest operators of senior living communities in the United States. The
Companys operating strategy is to provide quality senior living services to its residents, while
achieving and sustaining a strong, competitive position within its chosen markets, as well as to
continue to enhance the performance of its operations. The Company provides senior living services
to the elderly, including independent living, assisted living, skilled nursing and home care
services.
As of March 31, 2007, the Company operated 64 senior living communities in 23 states with an
aggregate capacity of approximately 9,500 residents, including 25 senior living communities which
the Company owned, 12 senior living communities in which the Company had an ownership interest, 23
senior living communities that the Company leased and four senior living communities it managed for
third parties. As of March 31, 2007, the Company also operated one home care agency.
Management Agreements
As of March 31, 2007, the Company managed 12 communities owned by joint ventures in which the
Company has a minority interest and four communities owned by third parties. For communities owned
by joint ventures and third parties, the Company typically receives a management fee of 5% of gross
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 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 Companys third-party management fees are primarily based on a percentage of gross revenues. As
a result, the cash flow 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 or
leased communities. Further, the Company is not responsible for capital investments in managed
communities. The management contracts are generally terminable only for cause and upon the sale of
a community, subject to the Companys rights to offer to purchase such community.
Midwest I Transactions
In January 2006, the Company announced the formation of Midwest I with GE Healthcare Financial
Services (GE Healthcare) to acquire five senior housing communities from a third party. Midwest I
is owned approximately 89% by GE Healthcare and 11% by the Company. The Company contributed $2.7
million for its interests in Midwest I. Midwest I paid approximately $46.9 million for the five
communities. The five communities comprise 293 assisted living units with a resident capacity of
389. Effective as of February 1, 2006, Midwest I acquired four of the five communities and on March
31, 2006, Midwest I closed on the fifth community. The Company manages the five acquired
communities under long-term management agreements with Midwest I. The Company
12
accounts for its investment in Midwest I under the equity method of accounting and the Company
recognized earnings in the equity of Midwest I of $27,000 and $2,000 in the three months ended
March 31, 2007 and 2006, respectively. The Company earned $0.1 million and $49,000 in management
fees on the Midwest I communities in each of the three months ended March 31, 2007 and 2006.
Midwest I has not completed its analysis of the purchase price of the five communities it acquired
in fiscal 2006 and therefore the Companys equity information disclosed above should be considered
preliminary.
Midwest II Transactions
In August 2006, the Company announced the formation of Midwest II, with GE Healthcare to acquire
three senior housing communities from a third party. Midwest II is owned approximately 85% by GE
Healthcare and 15% by the Company. The Company contributed $1.3 million for its interests in
Midwest II. Midwest II paid approximately $38.2 million for the three communities. The three
communities comprise 300 assisted living units with a resident capacity of 319. On August 11, 2006,
Midwest II acquired the three senior living communities. The Company manages the three acquired
communities under long-term management agreements with Midwest II. The Company accounts for its
investment in Midwest II under the equity method of accounting and the Company recognized a loss in
the equity of Midwest II of $24,000 in the three months ended March 31, 2007. The Company earned
$0.1 million in management fees on the Midwest II communities in the three months ended March 31,
2007. Midwest II has not completed its analysis of the purchase price of the three communities it
acquired in fiscal 2006 and therefore the Companys equity information disclosed above should be
considered preliminary.
SHPII/CSL and SHPII Transactions
The Company and Senior Housing Partners II, LP (SHPII), a fund managed by Prudential Real Estate
Investors (Prudential), own SHPII/CSL. SHPII/CSL is owned 95% by SHPII and 5% by the Company.
Effective as of November 30, 2004, SHPII/CSL acquired the Spring Meadows Communities. The Company
contributed $1.3 million to SHPII/CSL for its 5% interest. The Company accounts for its investment
in SHPII/CSL under the equity method of accounting and the Company recognized earnings in the
equity of SHPII/CSL of $0.1 million in each of the three months ended March 31, 2007 and 2006. In
addition, the Company earned $0.3 million in management fees on the Spring Meadows Communities in
each of the three months ended March 31, 2007 and 2006.
From September 2003 to December 2006, the Company managed, for SHPII under a long-term management
contract, one senior living community (the Atrium of Carmichael). The Company earned $45,000 in
management fees on the Atrium of Carmichael in the three months ended March 31, 2006. In December
2006, SHPII sold the Atrium of Carmichael to HCPI and the Company subsequently leased the community
from HCPI in a transaction valued at approximately $18.0 million.
CGIM Transaction
Effective August 18, 2004, the Company acquired from Covenant all of the outstanding stock of
Covenants wholly owned subsidiary, CGIM. The Company paid approximately $2.3 million in cash
(including closing costs of approximately $0.1 million) and issued a non-interest bearing note with
a fair value of approximately $1.1 million (face amount $1.4 million discounted at 5.7%), subject
to various adjustments set forth in the purchase agreement, to acquire all of the outstanding stock
of CGIM. The note is due in three installments of approximately $0.3 million, $0.4 million and $0.7
million due on the first, third and fifth anniversaries of the closing, respectively, subject to
reduction if the management fees earned from the third party owned communities with various terms
are terminated and not replaced by substitute agreements during the period, and certain other
adjustments. This acquisition resulted in the Company assuming the management contracts on 14
senior living communities with a combined resident capacity of approximately 1,800 residents. The
acquisition was accounted for as a purchase and the entire purchase price of $3.5 million was
allocated to management contract rights. The Companys first installment payment under the Covenant
note was reduced by $0.2 million under the terms of the stock purchase agreement and the $0.2
million installment reduction was recorded as an adjustment to the purchase price. The Company
earned $0.1 million and $0.4 million under the CGIM management agreement for the three months ended
March 31, 2007 and 2006, respectively. As of March 31, 2007 the Company managed four communities
under the CGIM management agreements.
HCPI acquired six of the seven communities that were previously owned by Covenant, during fiscal
2006 and the Company leased the six communities from HCPI under a ten-year master lease agreement.
In June 2006, the Company acquired the other community that was owned by Covenant, Meadow View, and
classified the community as held for sale at June 30, 2006 and estimated at that time that the
community had an aggregate fair value, net of costs of disposal, of $2.4 million. In July 2006, the
Company sold Meadow View to an unrelated third party for $2.6 million resulting in net proceeds to
the Company of approximately $2.4 million.
13
Lease Agreements
Ventas Transactions
Effective as of June 30, 2005, Ventas and the Company entered into certain master lease agreements
(the Ventas Lease Agreements) whereby the Company leased the six communities from Ventas.
Effective as of September 30, 2005, Ventas completed the purchase of the six communities from
BRE/CSL and the Company began including the operations of the six communities in its consolidated
statement of operations under the terms of the Ventas Lease Agreements. The Ventas Lease Agreements
each have an initial term of ten years, with two five-year renewal extensions available at the
Companys option. The initial lease rate under each of the Ventas Lease Agreements was 8% and is
subject to certain conditional escalation clauses. The Company incurred $1.3 million in lease
acquisition costs related to the Ventas Lease Agreements. These deferred lease acquisition costs
are being amortized over the initial 10-year lease terms and are included in facility lease expense
in the Companys statement of operations. The Company accounts for the Ventas Lease Agreements as
operating leases. The sale of the six communities from BRE/CSL to Ventas resulted in the Company
receiving cash proceeds of $6.1 million and recording a gain of approximately $4.2 million, which
has been deferred and is being recognized in the Companys statement of operations over the initial
10-year lease term. In March 2007, the Company received a final joint venture distribution from
BRE/CSL of $0.4 million relating to the sale of the six communities to Ventas. This distribution
resulted in the recognition of an additional gain of $0.4 million, which has been deferred and is
being amortized in the Companys statement of operations over the remaining initial lease term.
On October 18, 2005, the Company entered into an agreement with Ventas to lease a senior living
community located in Fort Wayne, Indiana (Georgetowne Place) which Ventas acquired from a third
party for approximately $19.5 million. Georgetowne Place is a 162-unit senior living community with
a capacity of 247 residents. This lease has an initial term of ten years, with two five-year
renewal extensions available at the Companys option. The initial lease rate was 8% and is subject
to conditional escalation provisions. The Company incurred $0.2 million in lease acquisition costs
related to this lease. These deferred lease acquisition costs are being amortized over the initial
10-year lease term and are included in facility lease expense in the Companys statement of
operations. The Company accounts for this lease as an operating lease.
On March 31, 2006, the Company sold its Towne Centre community (Towne Centre) to Ventas in a
sale/leaseback transaction valued at $29.0 million. This lease was effective as of April 1, 2006
and has an initial term of nine and one-half years, with two five-year renewal extensions available
at the Companys option. The initial lease rate was 8% and is subject to certain conditional
escalation clauses. The Company incurred $0.1 million in lease acquisition costs. These deferred
lease acquisition costs are being amortized over the initial lease term and are included in
facility lease expense in the Companys statement of operations. The Company accounts for this
lease as an operating lease. As a result of this sale/leaseback transaction the Company received
cash proceeds of approximately $12.7 million, net of closing costs, retired debt of approximately
$16.2 million and recorded a gain of approximately $14.3 million, which has been deferred and is
being recognized in the Companys statement of operations over the initial lease term.
On June 8, 2006 the Company entered into an agreement with Ventas to lease a senior living
community located in Maple Grove, Minnesota (Rose Arbor) which Ventas acquired from a third party
for approximately $19.1 million. Rose Arbor is a 137-unit senior living community with a capacity
of 179 residents. This lease has an initial term of approximately nine and one-half years, with two
five-year renewal extensions available at the Companys option. The initial lease rate was 8% and
is subject to conditional escalation provisions. The Company incurred $0.4 million in lease
acquisition costs related to this lease. These deferred lease acquisition costs are being amortized
over the initial lease term and are included in facility lease expense in the Companys statement
of operations. The Company accounts for this lease as an operating lease.
HCPI Transactions
Effective as of May 1, 2006, the Company sold three of its communities, Crosswood Oaks in Citrus
Heights, California, Tesson Heights in St. Louis, Missouri and Veranda Club in Boca Raton, Florida,
to HCPI in sale/leaseback transactions valued at approximately $54.0 million. These leases were
effective as of May 1, 2006 and have an initial term of ten years, with two ten-year renewal
extensions available at the Companys option. The initial lease rates were 8% and are subject to
certain conditional escalation clauses. The Company incurred $0.2 million in lease acquisition
costs. These deferred lease acquisition costs are being amortized over the initial lease terms and
are included in facility lease expense in the Companys statement of operations. The Company
accounts for these leases as operating leases. As a result of these sale/leaseback transactions,
the Company received cash proceeds of approximately $23.0 million, net of closing costs, retired
debt of approximately $29.3 million and recorded a gain of approximately $12.8 million, which has
been deferred and is being recognized in the Companys statement of operations over the initial
lease terms.
14
Effective May 31, 2006, HCPI acquired six senior living communities previously owned by Covenant
for $43.0 million and leased the six senior living communities to the Company. This six-property
lease was effective as of May 31, 2006 and has an initial term of ten years, with two ten-year
renewal extensions available at the Companys option. The initial lease rate was 8% and is subject
to certain conditional escalation clauses. The Company incurred $0.2 million in lease acquisition
costs. These deferred lease acquisition costs are being amortized over the initial lease term and
are included in facility lease expense in the Companys statement of operations. The Company
accounts for this lease as an operating lease. As a result of this lease transaction, the Company
received cash proceeds of approximately $3.3 million and recorded deferred rent of approximately
$0.6 million, which is being recognized in the Companys statement of operations over the initial
lease term.
Effective December 1, 2006, HCPI acquired four senior living communities (the Hunt Communities)
previously owned by a third party and leased the four senior living communities to the Company in a
transaction valued at approximately $51.0 million. This four-property lease has an initial term of
ten years, with two ten-year renewal extensions available at the Companys option. The initial
lease rate was 8% and is subject to certain conditional escalation clauses. The Company incurred
$0.6 million in lease acquisition costs. These deferred lease acquisition costs are being amortized
over the initial lease term and are included in facility lease expense in the Companys statement
of operations. The Company accounts for this lease as an operating lease.
Effective December 14, 2006, HCPI acquired the Atrium of Carmichael and leased the Atrium of
Carmichael to the Company in a transaction valued at approximately $18.0 million. This lease has an
initial term of ten years, with two ten-year renewal extensions available at the Companys option.
The initial lease rate was 7.75% and is subject to certain conditional escalation clauses. The
Company incurred $0.3 million in lease acquisition costs. These deferred lease acquisition costs
are being amortized over the initial lease term and are included in facility lease expense in the
Companys statement of operations. The Company accounts for this lease as an operating lease.
Recent Events
On March 21, 2007, the Company refinanced $9.5 million of mortgage debt on its Gramercy Hill
community with Freddie Mac. As part of the refinancing, the Company received approximately $2.1
million in cash proceeds, net of closing costs. The new mortgage loan has a ten-year term with a
one-year extension available at the Companys option, interest fixed at 5.75%, requires interest
only payments in the first two years with principal amortized thereafter over a 25-year term. The
Company incurred $0.2 million in deferred financing costs related to these loans, which is being
amortized over ten years. In addition, the Company wrote-off $13,000 in deferred loan costs on the
loans refinanced and paid $0.2 million in loan exit fees to the prior lender. The loan exit fees
are a component of write-off of deferred loan costs in the accompanying statement of operations.
On April 11, 2007, HCPI acquired Crescent Place, previously owned by Covenant, in a transaction
valued at approximately $8.0 million and leased Crescent Place to the Company. The lease has an
initial term of ten years, with two ten-year renewal extensions available at the Companys option.
The initial lease rate was 7.25% and is subject to certain conditional escalation clauses. The
Company expects to account for this lease as an operating lease.
On April 26, 2007, the Company entered into a purchase and sale agreement to sell one of its
communities for $10.0 million subject to certain purchase price adjustments set forth in the
purchase and sale agreement. The buyer has a 45-day due diligence period and a one time option to
extend the due diligence period for an additional 45 days in order to obtain financing. The date
for closing the purchase and sale would be on or before 30 days after the expiration of the due
diligence period.
On May 3, 2007, the Company refinanced $30.0 million of mortgage debt on four senior living
communities with Fannie Mae. The new mortgage loans have a ten-year term, interest fixed at 5.91%
with principal amortized over a 30-year term. The new loans will replace $32.7 million of variable
rate debt with an effective interest rate of 7.6%. The new loans are expected to save the Company
approximately $0.7 million in interest expense annually.
Recently Issued Accounting Standards
In July 2006, FASB issued FIN 48, which became effective for the Company on January 1, 2007. This
standard clarifies the accounting for income tax benefits that are uncertain in nature. Under FIN
48, a company is required to recognize a tax benefit in its financial statements for an uncertain
tax position only if managements assessment is that its position is more likely than not (i.e.,
a greater than 50 percent likelihood) to be upheld on audit based only on the technical merits of
the tax position. This accounting standard also provides guidance on thresholds, measurement,
derecognition, classification, interest and penalties, accounting in
15
interim periods, disclosure, and transition that is intended to provide better financial-statement
comparability among different companies. Under the transition guidance for implementing FIN 48, any
required cumulative-effect adjustment was required to be recorded to retained earnings as of
January 1, 2007. The Companys policy is to recognize interest related to unrecognized tax benefits
as interest expense and penalties as income tax expense. The Company is not subject to income tax
examinations for tax years prior to 2003. The adoption of FIN 48 did not have a material effect on
the Companys results of operations or financial position.
In September 2006, FASB issued FAS 157, which will become effective for the Company on January 1,
2008. FAS 157 defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. FAS 157 does not require any new fair value measurements
but would apply to assets and liabilities that are required to be recorded at fair value under
other accounting standards. The impact, if any, to the Company from the adoption of FAS 157 in 2008
will depend on the Companys assets and liabilities at the time that they are required to be
measured at fair value.
Website
The Companys internet website www.capitalsenior.com contains an Investor Relations
section, which provides links to the Companys annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, proxy statements, Section 16 filings and amendments to
those reports, which reports and filings are available free of charge as soon as reasonably
practicable after such material is electronically filed with or furnished to the Securities and
Exchange Commission (SEC).
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resident and healthcare revenue |
|
$ |
41,305 |
|
|
|
89.3 |
|
|
$ |
31,396 |
|
|
|
85.9 |
|
Unaffiliated management service revenue |
|
|
88 |
|
|
|
0.2 |
|
|
|
411 |
|
|
|
1.1 |
|
Affiliated management service revenue |
|
|
539 |
|
|
|
1.2 |
|
|
|
308 |
|
|
|
0.8 |
|
Community reimbursement income |
|
|
4,294 |
|
|
|
9.3 |
|
|
|
4,442 |
|
|
|
12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
46,226 |
|
|
|
100.0 |
|
|
|
36,557 |
|
|
|
100.0 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses (exclusive of facility lease expense and
depreciation and amortization shown below) |
|
|
25,385 |
|
|
|
54.9 |
|
|
|
20,222 |
|
|
|
55.3 |
|
General and administrative expenses |
|
|
3,135 |
|
|
|
6.8 |
|
|
|
2,886 |
|
|
|
7.9 |
|
Facility lease expense |
|
|
6,525 |
|
|
|
14.1 |
|
|
|
2,128 |
|
|
|
5.8 |
|
Stock-based compensation expense |
|
|
251 |
|
|
|
0.5 |
|
|
|
169 |
|
|
|
0.5 |
|
Depreciation and amortization |
|
|
2,745 |
|
|
|
5.9 |
|
|
|
3,257 |
|
|
|
8.9 |
|
Community reimbursement expense |
|
|
4,294 |
|
|
|
9.3 |
|
|
|
4,442 |
|
|
|
12.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
42,335 |
|
|
|
91.6 |
|
|
|
33,104 |
|
|
|
90.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
3,891 |
|
|
|
8.4 |
|
|
|
3,453 |
|
|
|
9.4 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
151 |
|
|
|
0.3 |
|
|
|
70 |
|
|
|
0.2 |
|
Interest expense |
|
|
(3,285 |
) |
|
|
(7.1 |
) |
|
|
(5,224 |
) |
|
|
(14.3 |
) |
Gain on sale of assets |
|
|
872 |
|
|
|
1.9 |
|
|
|
197 |
|
|
|
0.5 |
|
Write-off of deferred loan costs |
|
|
(187 |
) |
|
|
(0.4 |
) |
|
|
(105 |
) |
|
|
(0.3 |
) |
Other income |
|
|
55 |
|
|
|
0.1 |
|
|
|
54 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
1,497 |
|
|
|
3.2 |
|
|
|
(1,555 |
) |
|
|
(4.3 |
) |
(Provision) benefit for income taxes |
|
|
(577 |
) |
|
|
(1.2 |
) |
|
|
556 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
920 |
|
|
|
2.0 |
|
|
$ |
(999 |
) |
|
|
(2.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
16
Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006
Revenues.
Total revenues were $46.2 million for the three months ended March 31, 2007 compared to $36.6
million for the three months ended March 31, 2006 representing an increase of approximately $9.7
million or 26.4%. This increase in revenue is primarily the result of a $9.9 million increase in
resident and healthcare revenue, an increase in affiliated management services revenue of $0.2
million offset by a decrease in unaffiliated management services revenue of $0.3 million and a
decrease in community reimbursement revenue of $0.1 million.
|
|
|
Resident and healthcare revenue increased 31.6% as a result of an increase of $2.9
million from the addition of the Covenant communities which the Company leased from HCPI on
May 31, 2006, an increase of $1.2 million from the addition of Rose Arbor which was leased
from Ventas on June 8, 2006, an increase of $3.2 million from the addition of the four Hunt
Communities which were leased from HCPI on December 1, 2006, an increase of $0.8 million
from the addition of the Atrium of Carmichael which was leased from HCPI on December 14,
2006 and an increase in resident and healthcare revenue at the Companys other communities
of $1.8 million as a result of higher occupancy and rental rates in the current fiscal
year. |
|
|
|
|
Affiliated management services revenue increased due to an increase in management fees
earned on the communities owned by SHPII/CSL, Midwest I and Midwest II. The Company earned
affiliated management fees on 12 communities in the first quarter of fiscal 2007 compared
to eight communities in the first quarter of fiscal 2006. |
|
|
|
|
The decrease in unaffiliated management services revenue primarily results from the
expiration of third party management agreements and the sale of the seven communities
previously owned by Covenant and managed by the Company, six of which the Company now
leases from HCPI. |
|
|
|
|
Community reimbursement revenue is comprised of reimbursable expenses from
non-consolidated communities that the Company operates under long-term management
agreements. |
Expenses.
Total expenses were $42.3 million in the first quarter of fiscal 2007 compared to $33.1 million in
the first quarter of fiscal 2006, representing an increase of $9.2 million or 27.9%. This increase
is primarily the result of a $5.2 million increase in operating expenses, a $0.2 million increase
in general and administrative expenses, a $4.4 million increase in facility lease expense, a $0.1
million increase in stock-based compensation offset by a $0.5 million decrease in depreciation and
amortization expense and a decrease in community reimbursement expense of $0.1 million.
|
|
|
Operating expenses increased 25.5% primarily due to an increase of $1.9 million from the
addition of the Covenant communities, an increase of $0.7 million from the addition of Rose
Arbor, an increase of $2.0 million from the addition of the four Hunt Communities, an
increase of $0.5 million from the addition of the Atrium of Carmichael and an increase in
operating expenses at the Companys other communities of $0.1 million. |
|
|
|
|
General and administrative expenses increased $0.2 million primarily due to an increase
in administrative labor costs of $0.1 million and an increase in insurance costs of $0.1
million. |
|
|
|
|
Facility lease expenses increased $4.4 million primarily due to the Company leasing 23
senior living communities in the first quarter of fiscal 2007 compared to seven senior
living communities in the first quarter of fiscal 2006. |
|
|
|
|
Stock-based compensation increased $0.1 million in the first quarter of fiscal 2007
compared to the first quarter of fiscal 2006 primarily due to the award of additional
options and restricted shares to certain employees of the Company. |
|
|
|
|
Depreciation and amortization expense decreased $0.5 million primarily as a result of
the sale/leaseback of four communities previously owned by the Company. |
17
|
|
|
Community reimbursement expense represents payroll and administrative costs paid by the
Company for the benefit of non-consolidated communities and joint ventures. |
Other income and expense.
|
|
|
Interest income increased to $0.2 million in the first quarter of fiscal 2007 compared
to $0.1 million in first quarter of fiscal 2006. This increase results from the investment
of cash balances and interest earned on escrowed funds. |
|
|
|
|
Interest expense decreased $1.9 million to $3.3 million in the first quarter of 2007
compared to $5.2 million in the comparable period of 2006. This decrease in interest
expense primarily results from lower debt outstanding during first quarter of fiscal 2007
compared to the first quarter of fiscal 2006 primarily resulting from property sales, along
with a lower average interest rate in the current fiscal year compared to the prior year as
a result of the Companys debt refinancings. |
|
|
|
|
Gain on sale of assets in the first quarter of fiscal 2007 represents the recognition of
deferred gains associated with the Companys sale/leaseback transactions of $0.8 million
along with a gain of $0.1 million from the sale of a parcel of land. As of March 31, 2007,
the Company had deferred gains on sale/leaseback transactions of $28.9 million that are
being recognized into income over their respective initial lease terms. Gain on sale of
assets in the first quarter of fiscal 2006 represents the recognition of deferred gains of
$0.1 million along with the recognition of a gain of $0.1 million related to the sale of a
portion of the Companys interest rate cap. |
|
|
|
|
Other income in the first quarter of fiscal 2007 and 2006 relates to the Companys
equity in the earnings of unconsolidated affiliates, which represents the Companys share
of the earnings/losses on its investments in SHPII/CSL, Midwest I and Midwest II. |
Benefit for income taxes.
Provision for income taxes in the first quarter of fiscal 2007 was $0.6 million or 38.5% of income
before taxes compared to a benefit for income taxes of $0.6 million, or 35.8% of loss before taxes,
in the first quarter of fiscal 2006. The effective tax rates for the first quarter of 2007 and 2006
differ from the statutory tax rates because of state income taxes and permanent tax differences.
Management regularly evaluates the future realization of deferred tax assets and provides a
valuation allowance, if considered necessary, based on such evaluation. At March 31, 2007, no
valuation allowance was considered necessary based on this evaluation.
Net income/loss.
As a result of the foregoing factors, the Company reported net income of $0.9 million for the three
months ended March 31, 2007 compared to a net loss of $1.0 million for the three months ended March
31, 2006.
Liquidity and Capital Resources
In addition to approximately $20.5 million of cash balances on hand as of March 31, 2007, the
Companys principal sources of liquidity are expected to be cash flows from operations, proceeds
from the sale of assets, cash flows from SHPII/CSL, Midwest and Midwest II and/or additional debt
refinancing. The Company expects its available cash and cash flows from operations, proceeds from
the sale of assets, and cash flows from SHPII/CSL, Midwest and Midwest II to be sufficient to fund
its short-term working capital requirements. The Companys long-term capital requirements,
primarily for acquisitions and other corporate initiatives, could be dependent on its ability to
access additional funds through joint ventures and the debt and/or equity markets. The Company from
time to time considers and evaluates transactions related to its portfolio including refinancings,
purchases and sales, reorganizations and other transactions. 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 the Companys short and long-term capital
requirements.
In summary, the Companys cash flows were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2007 |
|
2006 |
Net cash
provided by (used in) operating activities |
|
$ |
118 |
|
|
$ |
(534 |
) |
Net cash (used in) provided by investing activities |
|
|
(624 |
) |
|
|
25,335 |
|
Net cash used in financing activities |
|
|
(4,542 |
) |
|
|
(20,369 |
) |
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(5,048 |
) |
|
|
4,432 |
|
|
|
|
|
|
|
|
18
Operating Activities
The net
cash provided by operating activities in the
first quarter of fiscal 2007 primarily results
from net income of $0.9 million, net non-cash charges of
$2.7 million, a decrease in property tax and insurance deposits
of $0.8 million and a decrease in other assets of
$1.7 million offset by an increase in accounts receivable of $2.1 million, an increase in prepaid and other assets of
$0.5 million, an increase in income tax receivable of $0.3 million, a decrease in accounts payable
and accrued expenses of $3.0 million, and a decrease in customer deposits of $0.1 million. In the first quarter of
fiscal 2006, net cash used in operating activities was primarily derived from a net loss of $1.0
million, an increase in accounts receivable of $0.2 million, an increase in property tax and
insurance deposits of $0.4 million, an increase in other assets of $1.6 million, a decrease in
accounts payable and accrued expenses of $1.5 million offset by net non-cash charges of $3.1
million, a decrease in federal and state income taxes receivable of $0.4 million and a decrease in
prepaid and other expenses of $0.7 million.
Investing Activities
The net cash used in investing activities for the first quarter of fiscal 2007 primarily results
from capital expenditures of $1.4 million, net investments in joint ventures of $0.1 million offset
by proceeds from the sale of a parcel of land that the Company owned in Baton Rouge, Louisiana for
$0.5 million and proceeds from a final distribution from the BRE/CSL joint venture of $0.4 million.
In the first quarter of fiscal 2006, net cash provided by investing activities was primarily
derived from proceeds from the sale of the Companys Towne Centre community of $28.9 million,
proceeds from the sale of an interest rate cap of $0.2 million offset by capital expenditures of
$1.1 million and investments in the Midwest I joint venture of $2.7 million.
Financing Activities
The net cash used in financing activities the first
quarter of fiscal 2007 primarily results from
net repayments of notes payable of $4.4 million, deferred loan
cost paid of $0.4 million offset by
proceeds from the issuance of common stock of $0.1 million and excess tax benefits on the issuance
of common stock of $0.1 million. For the first quarter of fiscal 2006, net cash used in financing
activities primarily results from the repayment of notes payable of $19.1 million, cash paid to
settle the Companys interest rate lock agreement of $1.8 million and deferred financing charges
paid of $0.5 million offset by the release of restricted cash of $1.0 million.
Community Refinancings
On June 9, 2006, the Company refinanced $110.0 million of mortgage debt on 15 senior living
communities with the Freddie Mac. As part of the refinancing, the Company repaid approximately
$14.8 million of mortgage debt on the 15 communities. The new mortgage loans have a ten-year term
with interest rates fixed at 6.29% for the first nine years and with principal amortized over a
25-year term. At the beginning of the tenth year, the loans will convert to a floating interest
rate to provide flexibility regarding financing alternatives. Each of the loans are
cross-collateralized and cross-defaulted with release provisions. The Company incurred $1.9 million
in deferred financing costs related to these loans, which is being amortized over ten years. In
addition, the Company wrote-off $0.8 million in deferred loan costs on the loans refinanced and
paid $0.2 million in loan exit fees to the prior lender. The loan exit fees are a component of
write-off of deferred loan costs in the accompanying statement of operations.
On June 20, 2006, the Company refinanced $33.0 million of mortgage debt on four senior living
communities with Capmark Finance Inc. (Capmark). The new mortgage loans have a three-year term
plus options for two one-year extensions at the Companys option with variable interest rates tied
to the 30-day LIBOR plus a spread of 260 basis points. Principal is being amortized over a 25-year
term. The Company has an interest rate cap in place through January 2008, which limits the maximum
rate on these loans to approximately 7.60%. Each of the loans are cross-collateralized and
cross-defaulted with release provisions. The Company incurred $0.5 million in deferred financing
costs related to these loans, which is being amortized over three years. In addition, the Company
wrote-off $14,000 in deferred loan costs on the loans refinanced and paid $0.5 million in loan exit
fees to the prior lender.
On March 21, 2007, the Company refinanced $9.5 million of mortgage debt on its Gramercy Hill
community with Freddie Mac. As part of the refinancing, the Company received approximately $2.1
million in cash proceeds, net of closing costs. The new mortgage loan has a ten-year term with a
one-year extension available at the Companys option, interest fixed at 5.75%, requires interest
only payments in the first two years with principal amortized thereafter over a 25-year term. The
Company incurred $0.2 million in deferred financing costs related to these loans, which is being
amortized over ten years. In addition, the Company wrote-off $13,000 in deferred loan costs on the
loans refinanced and paid $0.2 million in loan exit fees to the prior lender.
19
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Companys primary market risk is exposure to changes in interest rates on debt instruments. As
of March 31, 2007, the Company had $198.4 million in outstanding debt comprised of various fixed
and variable rate debt instruments of $165.7 million and $32.7 million, respectively.
Changes in interest rates would affect the fair market value of the Companys fixed rate debt
instruments but would not have an impact on the Companys earnings or cash flows. Fluctuations in
interest rates on the Companys variable rate debt instruments, which are tied to either LIBOR or
the prime rate, would affect the Companys earnings and cash flows but would not affect the fair
market value of the variable rate debt. Each percentage point change in interest rates would change
the Companys annual interest expense by approximately $0.3 million (subject to certain interest
rate caps) based on the Companys outstanding variable debt as of March 31, 2007.
Interest Rate Cap, Lock and Swap Agreements
Effective January 31, 2005, the Company entered into an interest rate cap agreement with a
commercial bank to reduce the impact of increases in interest rates on the Companys variable rate
loans. One interest rate cap agreement effectively limits the interest rate exposure on the
notional amount to a maximum LIBOR of 5%, as long as one-month LIBOR is less than 7%. If one-month
LIBOR is greater than 7%, the agreement effectively limits the interest rate on the same notional
amount to a maximum LIBOR of 7%. This interest rate cap agreement has $33 million of notional
amounts left and expires on January 31, 2008. During the three months ended March 31, 2007, the
Company received $28,000 under the terms of this interest rate cap agreement and recorded the
amount received as a reduction in interest expense. The cost of this agreement is being amortized
to interest expense over the life of the agreement.
Item 4. CONTROLS AND PROCEDURES.
Effectiveness of Controls and Procedures
The Companys management, with the participation of the Companys Chief Executive Officer (CEO)
and Chief Financial Officer (CFO), has evaluated the effectiveness of the Companys disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period
covered by this report. The Companys disclosure controls and procedures are designed to ensure
that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms. The Companys disclosure controls and procedures are also
designed to ensure that such information is accumulated and communicated to the Companys
management, including the CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure.
Based upon the controls evaluation, the Companys CEO and CFO have concluded that, as of the end of
the period covered by this report, the Companys disclosure controls and procedures are effective.
There have not been any changes in the Companys internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Companys
fiscal quarter ended March 31, 2007 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
In April 2005, the Company filed a claim before the American Arbitration Association in Dallas,
Texas against a former brokerage consultant and her company for (1) a declaratory judgment that it
has fulfilled certain obligations to Respondents under contracts the parties had signed related to
the acquisition by the Company of all the outstanding stock of CGIM, a wholly owned subsidiary of
Covenant, (2) damages resulting from alleged breach of a confidentiality provision, and (3) damages
for unpaid referral fees. Respondent filed a counterclaim for causes of action including breach of
contract, duress, and undue infliction of emotional distress. In March 2006, the claim and
counterclaim were settled.
On January 11, 2006, the Company received a demand letter from the TPCIGA for repayment of $199,737
in workers compensation payments allegedly made by TPCIGA on behalf of Company employees. The
Company has also received other correspondence for
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repayment of $45,358 on the same basis. TPCIGAs letter states that it has assumed responsibility
for insureds of Reliance, which was declared insolvent and ordered into liquidation in October of
2001 by the Commonwealth Court of Pennsylvania. Reliance had previously been the Companys workers
compensation carrier. The Company had requested additional information from TPCIGA to verify that
the Company was indeed the employer of the individuals on whose behalf TPCIGA had paid claims.
TPCIGA had not provided sufficient documentation at that time for the Company to fully evaluate
such claims. On July 19, 2006, TPCIGA filed a petition in the 53rd Judicial District Court of
Travis County, Texas seeking repayment of approximately $50,000 in claims and allocated loss
adjustment expenses in connection with claims payable under the Reliance policy issued to the
Company as well as future payments and attorneys fees. On March 1, 2007, the Company and TPCIGA
settled all claims between the parties.
The Company has Other Claims incurred in the normal course of its business. Most of these Other
Claims are believed by management to be covered by insurance, subject to normal reservations of
rights by the insurance companies and possibly subject to certain exclusions in the applicable
insurance policies. Whether or not covered by insurance, these Other Claims, in the opinion of
management, based on advice of legal counsel, should not have a material effect on the consolidated
financial statements of the Company if determined adversely to the Company.
Item 1A. RISK FACTORS.
Our business involves various risks. When evaluating our business the following information should
be carefully considered in conjunction with the other information contained in our periodic filings
with the SEC. Additional risks and uncertainties not known to us currently or that currently we
deem to be immaterial also may impair our business operations. If we are unable to prevent events
that have a negative effect from occurring, then our business may suffer. Negative events are
likely to decrease our revenue, increase our costs, make our financial results poorer and/or
decrease our financial strength, and may cause our stock price to decline.
We have significant debt. Our failure to generate cash flow sufficient to cover required interest
and principal payments could result in defaults of the related debt.
As of March 31, 2007, we had mortgage and other indebtedness totaling approximately $198.4 million.
We also have significant operating lease obligations as described below. We cannot assure you that
we will generate cash flow from operations or receive proceeds from refinancings, other financings
or the sales of assets sufficient to cover required interest, principal and, if applicable,
operating lease payments. Any payment or other default could cause the applicable lender to
foreclose upon the communities securing the indebtedness or, if applicable, in the case of an
operating lease, could terminate the lease, with a consequent loss of income and asset value to us.
Further, because some of our mortgages and our operating leases contain cross-default and
cross-collateralization provisions, a payment or other default by us with respect to one community
could affect a significant number of our other communities.
Our failure to comply with financial covenants contained in debt instruments and lease agreements
could result in the acceleration of the related debt or lease.
There are various financial covenants and other restrictions in certain of our debt instruments and
lease agreements, including provisions which:
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require us to meet specified financial tests at the parent company level, which
include, but are not limited to, liquidity requirements, earnings before interest, taxes
and depreciation and amortization (EBITDA) requirements, and tangible net worth
requirements; |
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require us to meet specified financial tests at the community level, which include, but
are not limited to, occupancy requirements and debt service coverage tests; and |
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require consent for changes in control of us. |
If we fail to comply with any of these requirements, then the related indebtedness or lease
obligations could become due and payable prior to their stated dates. We cannot assure that we
could pay these debt or lease obligations if they became due.
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We will require additional financing and/or refinancings in the future.
Our ability to meet our long-term capital requirements, including the repayment of certain
long-term debt obligations, will depend, in part, on our ability to obtain additional financing or
refinancings on acceptable terms from available financing sources, including through the use of
mortgage financing, joint venture arrangements, by accessing the debt and/or equity markets and
possibly through operating leases or other types of financing, such as lines of credit. There can
be no assurance that the financing or refinancings will be available or that, if available, it will
be on terms acceptable to us. Moreover, raising additional funds through the issuance of equity
securities could cause existing stockholders to experience dilution and could adversely affect the
market price of our common stock. Our inability to obtain additional financing or refinancings on
terms acceptable to us could delay or eliminate some or all of our growth plans, necessitate the
sales of assets at unfavorable prices or both, and would have a material adverse effect on our
business, financial condition and results of operations.
Any future floating rate debt could expose us to rising interest rates.
Future indebtedness and, if applicable, lease obligations may be based on floating interest rates
prevailing from time to time. Therefore, increases in prevailing interest rates would increase our
interest or lease payment obligations and could have a material adverse effect on our business,
financial condition and results of operations.
We have significant operating lease obligations. Our failure to generate cash flows sufficient to
cover these lease obligations could result in defaults under the lease agreements.
As of March 31, 2007, we leased 23 communities with future lease obligations totaling approximately
$232.0 million, with minimum lease obligations of $25.9 million in fiscal 2007. We cannot assure
you that we will generate cash flow from operations or receive proceeds from refinancings, other
financings or the sales of assets sufficient to cover these required operating lease obligations.
Any payment or other default under our leases could result in the termination of the lease, with a
consequent loss of income and asset value to us. Further, because all of our leases contain
cross-default provisions, a payment or other default by us with respect to one leased community
could affect a significant number of our other leased communities. Certain of our leases contain
various financial and other restrictive covenants, which could limit our flexibility in operating
our business. Failure to maintain compliance with the lease obligations as set forth in our lease
agreements could have a material adverse impact us.
We cannot assure that we will be able to effectively manage our growth.
We intend to expand our operations, directly or indirectly, through the acquisition of existing
senior living communities, the expansion of some of our existing senior living communities, the
development of new senior living communities and through the increase in the number of communities
which we manage under management agreements. The success of our growth strategy will depend, in
large part, on our ability to implement these plans and to effectively operate these communities.
If we are unable to manage our growth effectively, our business, results of operations and
financial condition may be adversely affected.
We cannot assure that we will be able to acquire additional senior living communities, develop new
senior living communities or expand existing senior living communities.
The acquisition of existing communities or other businesses involves a number of risks. Existing
communities available for acquisition frequently serve or target different markets than those
presently served by us. We may also determine that renovations of acquired communities and changes
in staff and operating management personnel are necessary to successfully integrate those
communities or businesses into our existing operations. The costs incurred to reposition or
renovate newly acquired communities may not be recovered by us. In undertaking acquisitions, we
also may be adversely impacted by unforeseen liabilities attributable to the prior operators of
those communities or businesses, against whom we may have little or no recourse. The success of our
acquisition strategy will be determined by numerous factors, including our ability to identify
suitable acquisition candidates; the competition for those acquisitions; the purchase price; the
requirement to make operational or structural changes and improvements; the financial performance
of the communities or businesses after acquisition; our ability to finance the acquisitions; and
our ability to integrate effectively any acquired communities or businesses into our management,
information, and operating systems. We cannot assure that our acquisition of senior living
communities or other businesses will be completed at the rate currently expected, if at all, or if
completed, that any acquired communities or businesses will be successfully integrated into our
operations.
Our ability to successfully develop new senior living communities or expand existing senior living
communities will depend on a number of factors, including, but not limited to, our ability to
acquire suitable sites at reasonable prices; our success in obtaining
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necessary zoning, licensing, and other required governmental permits and authorizations; and our
ability to control construction costs and accurately project completion schedules. Additionally, we
anticipate that the development of new senior living communities or the expansion of existing
senior living communities may involve a substantial commitment of capital for a period of time of
two years or more until the new senior living communities or expansions are operating and producing
revenue, the consequence of which could be an adverse impact on our liquidity. We cannot assure
that our developments or expansion of existing senior living communities will be completed at the
rate currently expected, if at all, or if completed, that such developments or expansions will be
profitable.
Termination of resident agreements and resident attrition could affect adversely our revenues and
earnings.
State regulations governing assisted living facilities require written resident agreements with
each resident. Most of these regulations also require that each resident have the right to
terminate the resident agreement for any reason on reasonable notice. Consistent with these
regulations, the resident agreements signed by us allow residents to terminate their agreement on
30 days notice. Thus, we cannot contract with residents to stay for longer periods of time, unlike
typical apartment leasing arrangements that involve lease agreements with specified leasing periods
of up to a year or longer. If a large number of residents elected to terminate their resident
agreements at or around the same time, then our revenues and earnings could be adversely affected.
In addition, the advanced age of our average resident means that the resident turnover rate in our
senior living facilities may be difficult to predict.
We largely rely on private pay residents. Circumstances that adversely affect the ability of the
elderly to pay for our services could have a material adverse effect on us.
Approximately 95% of our total revenues from communities that we operated were attributable to
private pay sources and approximately 5% of our revenues from these communities were attributable
to reimbursements from Medicare and Medicaid during fiscal 2006. We expect to continue to rely
primarily on the ability of residents to pay for our services from their own or familial financial
resources. Inflation or other circumstances that adversely affect the ability of the elderly to pay
for our services could have a material adverse effect on our business, financial condition and
results of operations.
We are subject to some particular risks related to third-party management agreements.
At March 31, 2007, we managed four senior living communities for third parties and 12 senior living
communities for joint ventures in which we have a minority interest pursuant to multi-year
management agreements. The management agreements generally have initial terms of five years,
subject to certain renewal rights. Under these agreements we provide management services to third
party and joint venture owners to operate senior living communities and have provided, and may in
the future provide, management and consulting services to third parties on market and site
selection, pre-opening sales and marketing, start-up training and management services for
facilities under development and construction. In most cases, either party to the agreements may
terminate them upon the occurrence of an event of default caused by the other party. In addition,
subject to our rights to cure deficiencies, community owners may terminate us as manager if any
licenses or certificates necessary for operation are revoked, or if we have a change of control.
Also, in some instances, a community owner may terminate the management agreement relating to a
particular community if we are in default under other management agreements relating to other
communities owned by the same community owner or its affiliates. In addition, in certain cases the
community owner may terminate the agreement upon 30 days notice to us in the event of a sale of
the community. In those agreements, which are terminable in the event of a sale of the community,
we have certain rights to offer to purchase the community. The termination of a significant portion
of our management agreements could have a material adverse effect on our business, financial
condition and results of operations.
Performance of our obligations under our joint venture arrangements could have a material adverse
effect on us.
We hold minority interests ranging from approximately 5% to 15% in several joint ventures with
affiliates of Prudential and GE Healthcare. We also manage the communities owned by these joint
ventures. Under the terms of the joint venture agreements with Prudential covering four properties,
we are obligated to meet certain cash flow targets and failure to meet these cash flow targets
could result in termination of the management agreements. Under the terms of the joint venture
agreements with GE Healthcare covering eight properties, we are obligated to meet certain net
operating income targets and failure to meet these net operating income targets could result in
termination of the management agreements. All of the management agreements with the joint ventures
contain termination and renewal provisions. We do not control joint venture decisions covering
termination or renewal. Performance of the above obligations or termination or non-renewal of the
management agreements could have a material adverse effect on our business, financial condition and
results of operations.
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The senior living services industry is very competitive and some competitors may have substantially
greater financial resources than us.
The senior living services industry is highly competitive, and we expect that all segments of the
industry will become increasingly competitive in the future. We compete with other companies
providing independent living, assisted living, skilled nursing, home health care and other similar
services and care alternatives. We also compete with other health care businesses with respect to
attracting and retaining nurses, technicians, aides and other high quality professional and
non-professional employees and managers. Although we believe there is a need for senior living
communities in the markets where we operate residences, we expect that competition will increase
from existing competitors and new market entrants, some of whom may have substantially greater
financial resources than us. In addition, some of our competitors operate on a not-for-profit basis
or as charitable organizations and have the ability to finance capital expenditures on a tax-exempt
basis or through the receipt of charitable contributions, neither of which are available to us.
Furthermore, if the development of new senior living communities outpaces the demand for those
communities in the markets in which we have senior living communities, those markets may become
saturated. Regulation in the independent and assisted living industry, which represents a
substantial portion of our senior living services, is not substantial. Consequently, development of
new senior living communities could outpace demand. An oversupply of those communities in our
markets could cause us to experience decreased occupancy, reduced operating margins and lower
profitability.
We rely on the services of key executive officers and the loss of these officers or their services
could have a material adverse effect on us.
We depend on the services of our executive officers for our management. The loss of some of our
executive officers and the inability to attract and retain qualified management personnel could
affect our ability to manage our business and could adversely affect our business, financial
condition and results of operations.
A significant increase in our labor costs could have a material adverse effect on us.
We compete with other providers of senior living services with respect to attracting and retaining
qualified management personnel responsible for the day-to-day operations of each of our communities
and skilled personnel responsible for providing resident care. A shortage of nurses or trained
personnel may require us to enhance our wage and benefits package in order to compete in the hiring
and retention of these personnel or to hire more expensive temporary personnel. We also will be
dependent on the available labor pool of semi-skilled and unskilled employees in each of the
markets in which we operate. No assurance can be given that our labor costs will not increase, or
that, if they do increase, they can be matched by corresponding increases in rates charged to
residents. Any significant failure by us to control our labor costs or to pass on any increased
labor costs to residents through rate increases could have a material adverse effect on our
business, financial condition and results of operations.
There is an inherent risk of liability in the provision of personal and health care services, not
all of which may be covered by insurance.
The provision of personal and health care services in the long-term care industry entails an
inherent risk of liability. In recent years, participants in the long-term care industry have
become subject to an increasing number of lawsuits alleging negligence or related legal theories,
many of which involve large claims and result in the incurrence of significant defense costs.
Moreover, senior living communities offer residents a greater degree of independence in their daily
living. This increased level of independence may subject the resident and, therefore, us to risks
that would be reduced in more institutionalized settings. We currently maintain insurance in
amounts we believe are comparable to those maintained by other senior living companies based on the
nature of the risks, our historical experience and industry standards, and we believe that this
insurance coverage is adequate. However, we may become subject to claims in excess of our insurance
or claims not covered by our insurance, such as claims for punitive damages, terrorism and natural
disasters. A claim against us not covered by, or in excess of, our insurance could have a material
adverse effect upon us.
In addition, our insurance policies must be renewed annually. Based upon poor loss experience,
insurers for the long-term care industry have become increasingly wary of liability exposure. A
number of insurance carriers have stopped writing coverage to this market, and those remaining have
increased premiums and deductibles substantially. Therefore, we cannot assure that we will be able
to obtain liability insurance in the future or that, if that insurance is available, it will be
available on acceptable economic terms.
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We are subject to government regulations and compliance, some of which are burdensome and some of
which may change to our detriment in the future.
Federal and state governments regulate various aspects of our business. The development and
operation of senior living communities and the provision of health care services are subject to
federal, state and local licensure, certification and inspection laws that regulate, among other
matters, the number of licensed beds, the provision of services, the distribution of
pharmaceuticals, billing practices and policies, equipment, staffing (including professional
licensing), operating policies and procedures, fire prevention measures, environmental matters and
compliance with building and safety codes. Failure to comply with these laws and regulations could
result in the denial of reimbursement, the imposition of fines, temporary suspension of admission
of new residents, suspension or decertification from the Medicare program, restrictions on the
ability to acquire new communities or expand existing communities and, in extreme cases, the
revocation of a communitys license or closure of a community. We believe that such regulation will
increase in the future and we are unable to predict the content of new regulations or their effect
on our business, any of which could materially adversely affect us.
Various states, including several of the states in which we currently operate, control the supply
of licensed skilled nursing beds, assisted living communities and home health care agencies through
Certificate of Need (CON) or other programs. In those states, approval is required for the
construction of new health care communities, the addition of licensed beds and some capital
expenditures at those communities, as well as the opening of a home health care agency. To the
extent that a CON or other similar approval is required for the acquisition or construction of new
communities, the expansion of the number of licensed beds, services, or existing communities, or
the opening of a home health care agency, we could be adversely affected by our failure or
inability to obtain that approval, changes in the standards applicable for that approval, and
possible delays and expenses associated with obtaining that approval. In addition, in most states,
the reduction of the number of licensed beds or the closure of a community requires the approval of
the appropriate state regulatory agency and, if we were to seek to reduce the number of licensed
beds at, or to close, a community, we could be adversely affected by a failure to obtain or a delay
in obtaining that approval.
Federal and state anti-remuneration laws, such as anti-kickback laws, govern some financial
arrangements among health care providers and others who may be in a position to refer or recommend
patients to those providers. These laws prohibit, among other things, some direct and indirect
payments that are intended to induce the referral of patients to, the arranging for services by, or
the recommending of, a particular provider of health care items or services. Federal anti-kickback
laws have been broadly interpreted to apply to some contractual relationships between health care
providers and sources of patient referral. Similar state laws vary, are sometimes vague, and seldom
have been interpreted by courts or regulatory agencies. Violation of these laws can result in loss
of licensure, civil and criminal penalties, and exclusion of health care providers or suppliers
from participation in Medicare and Medicaid programs. There can be no assurance that those laws
will be interpreted in a manner consistent with our practices.
Under the Americans with Disabilities Act of 1990, all places of public accommodation are required
to meet federal requirements related to access and use by disabled persons. A number of additional
federal, state and local laws exist that also may require modifications to existing and planned
communities to create access to the properties by disabled persons. Although we believe that our
communities are substantially in compliance with present requirements or are exempt therefrom, if
required changes involve a greater expenditure than anticipated or must be made on a more
accelerated basis than anticipated, additional costs would be incurred by us. Further legislation
may impose additional burdens or restrictions with respect to access by disabled persons, the costs
of compliance with which could be substantial.
The Health Insurance Portability and Accountability Act of 1996 (HIPAA), in conjunction with the
federal regulations promulgated thereunder by the Department of Health and Human Services, has
established, among other requirements, standards governing the privacy of certain protected and
individually identifiable health information that is created, received or maintained by a range of
covered entities. HIPAA has also established standards governing uniform health care transactions,
the codes and identifiers to be used by the covered entities and standards governing the security
of certain electronic transactions conducted by covered entities. Penalties for violations can
range from civil money penalties for errors and negligent acts to criminal fines and imprisonment
for knowing and intentional misconduct. HIPAA is a complex set of regulations and many unanswered
questions remain with respect to the manner in which HIPAA applies to businesses such as those
operated by us.
We may be subject to liability for environmental damages.
Under various federal, state and local environmental laws, ordinances and regulations, a current or
previous owner or operator of real estate may be required to investigate and clean up hazardous or
toxic substances or petroleum product releases at the property, and may be held liable to a
governmental entity or to third parties for property damage and for investigation and clean up
costs incurred by
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those parties in connection with the contamination. These laws typically impose clean-up
responsibility and liability without regard to whether the owner knew of or caused the presence of
the contaminants, and liability under these laws has been interpreted to be joint and several
unless the harm is divisible and there is a reasonable basis for allocation of responsibility. The
costs of investigation, remediation or removal of the substances may be substantial, and the
presence of the substances, or the failure to properly remediate the property, may adversely affect
the owners ability to sell or lease the property or to borrow using the property as collateral. In
addition, some environmental laws create a lien on the contaminated site in favor of the government
for damages and costs it incurs in connection with the contamination. Persons who arrange for the
disposal or treatment of hazardous or toxic substances also may be liable for the costs of removal
or remediation of the substances at the disposal or treatment facility, whether or not the facility
is owned or operated by the person. Finally, the owner of a site may be subject to common law
claims by third parties based on damages and costs resulting from environmental contamination
emanating from a site. If we become subject to any of these claims the costs involved could be
significant and could have a material adverse effect on our business, financial condition and
results of operations.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable
Item 5. OTHER INFORMATION.
Not Applicable
Item 6. EXHIBITS.
Exhibits:
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31.1 |
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Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d- 14(a). |
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31.2 |
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Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d- 14(a). |
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32.1 |
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Certification of Lawrence A. Cohen pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Certification of Ralph A. Beattie pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Capital Senior Living Corporation
(Registrant)
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By: |
/s/ Ralph A. Beattie
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Ralph A. Beattie |
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer) |
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Date: May 8, 2007
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