Capital Senior Living Corporation Announces a 12 Community Assisted Living Transaction
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DALLAS--(Business Wire)--
Capital Senior Living Corporation (the "Company") (NYSE:CSU), one of the
country`s largest operators of senior living communities, today announced that
it has entered into a definitive agreement with Signature Assisted Living of
Texas, LLC ("Signature") to acquire Signature`s interests in 12 leases with
Health Care REIT, Inc. (NYSE:HCN). The 12 leased communities are high-quality
purpose-built assisted living and memory care facilities located in Texas. The
transaction is expected to close in the third quarter of 2010, subject to
further due diligence, customary closing conditions and approvals.
The Signature communities have approximately 677 units and include 532 units of
assisted living and 145 units of memory care, with a combined capacity of 764
residents. The communities average less than three years of age. In June of this
year, financial occupancy at the combined communities was approximately 91%. The
twelve Signature communities will bring to 29 the total number of communities
the Company operates in Texas.
"We believe this transaction is very strategic and will create tremendous value
for our shareholders by increasing the Company`s CFFO by approximately $2.3
million or $0.09 per share," said Lawrence A. Cohen, Chief Executive Officer of
the Company. "Upon closing the transaction, the Company will operate a
significantly larger platform in Texas and benefit from the clustering of
communities. The portfolio is extremely complementary to our existing footprint
and provides additional opportunities to achieve operating leverage and
synergies. Furthermore, we are pleased to complete our third transaction with
HCN and continue to strengthen our relationship."
Annualizing the 12 senior housing communities` revenues as of May 2010 yields
approximately $30.3 million, with EBITDAR of approximately $13.5 million net of
incremental general and administrative expenses. The annual payment due to HCN
is expected to be $8.9 million. Consequently, EBITDAR is expected to exceed the
annual cash payment due HCN by approximately $4.6 million.
The Company expects to begin consolidating the revenues and expenses of the
twelve communities on its income statement, along with the additional expenses
related to this transaction, in the third quarter of 2010, subject to lender and
regulatory approvals and other customary closing conditions.
ABOUT THE COMPANY
Capital Senior Living Corporation is one of the nation`s largest operators of
residential communities for senior adults. The Company`s operating philosophy
emphasizes a continuum of care, which integrates independent living, assisted
living and home care services, to provide residents the opportunity to age in
place. The Company currently operates 66 senior living communities in 23 states
with an aggregate capacity of approximately 10,000 residents.
The forward-looking statements in this release are subject to certain risks and
uncertainties that could cause results to differ materially, including, but not
without limitation to, the Company`s ability to find suitable acquisition
properties at favorable terms, financing, licensing, business conditions, risks
of downturns in economic conditions generally, satisfaction of closing
conditions such as those pertaining to licensure, availability of insurance at
commercially reasonable rates, and changes in accounting principles and
interpretations among others, and other risks and factors identified from time
to time in our reports filed with the Securities and Exchange Commission.
This release contains certain financial information not derived in accordance
with generally accepted accounting principles (GAAP), including adjusted
EBITDAR, adjusted CFFO, adjusted CFFO per share and other items.The Company
believes this information is useful to investors and other interested
parties.Such information should not be considered as a substitute for any
measures derived in accordance with GAAP, and may not be comparable to other
similarly titled measures of other companies.Reconciliation of this information
to the most comparable GAAP measures is included as an attachment to this
release.
Pro Forma May 2010 Annualized
Non-GAAP Reconciliation
($ millions)
Annualized(1)
Adjusted EBITDAR
Net Income from Operations $ 5.8
Depreciation & Amortization 0.1
Signature Lease expense 7.9
Adjusted EBITDAR $ 13.8
Adjusted EBITDAR Margin
Adjusted EBITDAR $ 13.8
Total Revenues 30.3
Adjusted EBITDAR Margin 45.5 %
Adjusted CFFO
Adjusted EBITDAR $ 13.8
Incremental G&A expense (0.3 )
Payment to HCN (8.9 )
Recurring Capital Expenditures (0.3 )
Income Tax expense (2.0 )
Adjusted CFFO $ 2.3
Adjusted CFFO per share $ 0.09
Diluted shares outstanding 26.6
(1)Represents Signature`s results, for the 12 communities whose leases the
Company is acquiring an interest in, for the month ended May 31, 2010. The
adjusted numbers were then annualized to represent a full year.
Capital Senior Living Corporation
Ralph A. Beattie, 972-770-5600
Chief Financial Officer
Copyright Business Wire 2010
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