Full Press Release Details
Conversant Capital and Proposed Rights Offering to Raise Up to $152.5 Million Investor Presentation July 22, 2021Exhibit 99.1 Capital Senior Living Announces Strategic Investment from Conversant Capital and Proposed Rights Offering to Raise Up to
$152.5 Million Investor Presentation July 22, 2021
Forward-Looking Statements & Non-GAAP Financial Measures Forward
Looking Statements: The forward-looking statements in presentation are subject to certain risks and uncertainties that could cause the Company's actual results and financial condition to differ materially, including, but not limited to, the
Company's ability to obtain stockholder approval for the proposed transaction the satisfaction of all conditions to the closing of the proposed transaction; other risks related to the consummation of the proposed transaction, including
the risk that the transaction will not be consummated within the expected time period or at all; the costs related to the proposed transaction the impact of the proposed transaction on the Company's business any legal proceedings
that may be brought related to the proposed transaction the continued spread of COVID-19, including the speed, depth, geographic reach and duration of such spread; new information that may emerge concerning the severity of COVID-19; the
actions taken to prevent or contain the spread of COVID-19 or treat its impact; the legal, regulatory and administrative developments that occur at the federal, state and local levels in response to the COVID- 19 pandemic; the frequency and
magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts; the impact of COVID-19 and the Company's near-term debt maturities on the Company's ability to continue as a going
concern the Company's ability to generate sufficient cash flows from operations, additional proceeds from debt refinancings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the
Company's capital improvement projects to expand, redevelop, and/or reposition its senior living communities the Company's ability to obtain additional capital on terms acceptable to it; the Company's ability to extend or
refinance its existing debt as such debt matures the Company's compliance with its debt agreements, including certain financial covenants, and the risk of cross-default in the event such non-compliance occurs; the Company's ability
to complete acquisitions and dispositions upon favorable terms or at all, including the transfer of certain communities managed by the Company on behalf of Fannie Mae, Healthpeak, Ventas, and Welltower the Company's ability to improve
and maintain adequate controls over financial reporting and remediate the identified material weakness; the risk of oversupply and increased competition in the markets which the Company operates; the risk of increased competition for skilled workers
due to wage pressure and changes in regulatory requirements the departure of the Company's key officers and personnel the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; the
risks associated with a decline in economic conditions generally the adequacy and continued availability of the Company's insurance policies and the Company's ability to recover any losses it sustains under such policies; changes
in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company's reports filed with the Securities and Exchange Commission. Non-GAAP Financial Measures: In this presentation, the
Company utilizes certain financial valuation and performance measures of operating performance, such as Net Operating Income ( 'NOI ), that are not calculated in accordance with GAAP. Non-GAAP financial measures may have material
limitations in that they do not reflect all of the costs associated with the Company's results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor
superior to, financial results and measures determined or calculated in accordance with GAAP. NOI is calculated as revenue less operating expenses exclusive of COVID-19 relief and expenses of ($7.7M), net. The Company believes NOI is a useful
performance measure in identifying trends in day-to-day operations because it excludes the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of the Company's primary
business. NOI is an important points of analysis when evaluating performance as it provides an indication of the effectiveness of management producing growth in operations from existing assets. NOI provides indicators to management of progress in
achieving both consolidated and individual business unit operating performance and is used by research analysts and investors to evaluate the performance of companies in the senior living industry. 2Forward-Looking Statements & Non-GAAP
Financial Measures Forward Looking Statements: The forward-looking statements in presentation are subject to certain risks and uncertainties that could cause the Company's actual results and financial condition to differ materially, including,
but not limited to, the Company's ability to obtain stockholder approval for the proposed transaction the satisfaction of all conditions to the closing of the proposed transaction; other risks related to the consummation of the proposed
transaction, including the risk that the transaction will not be consummated within the expected time period or at all; the costs related to the proposed transaction the impact of the proposed transaction on the Company's business
any legal proceedings that may be brought related to the proposed transaction the continued spread of COVID-19, including the speed, depth, geographic reach and duration of such spread; new information that may emerge concerning the severity
of COVID-19; the actions taken to prevent or contain the spread of COVID-19 or treat its impact; the legal, regulatory and administrative developments that occur at the federal, state and local levels in response to the COVID- 19 pandemic; the
frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts; the impact of COVID-19 and the Company's near-term debt maturities on the Company's ability to continue
as a going concern the Company's ability to generate sufficient cash flows from operations, additional proceeds from debt refinancings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund
the Company's capital improvement projects to expand, redevelop, and/or reposition its senior living communities the Company's ability to obtain additional capital on terms acceptable to it; the Company's ability to extend or
refinance its existing debt as such debt matures the Company's compliance with its debt agreements, including certain financial covenants, and the risk of cross-default in the event such non-compliance occurs; the Company's ability
to complete acquisitions and dispositions upon favorable terms or at all, including the transfer of certain communities managed by the Company on behalf of Fannie Mae, Healthpeak, Ventas, and Welltower the Company's ability to improve
and maintain adequate controls over financial reporting and remediate the identified material weakness; the risk of oversupply and increased competition in the markets which the Company operates; the risk of increased competition for skilled workers
due to wage pressure and changes in regulatory requirements the departure of the Company's key officers and personnel the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; the
risks associated with a decline in economic conditions generally the adequacy and continued availability of the Company's insurance policies and the Company's ability to recover any losses it sustains under such policies; changes
in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company's reports filed with the Securities and Exchange Commission. Non-GAAP Financial Measures: In this presentation, the
Company utilizes certain financial valuation and performance measures of operating performance, such as Net Operating Income ( 'NOI ), that are not calculated in accordance with GAAP. Non-GAAP financial measures may have material
limitations in that they do not reflect all of the costs associated with the Company's results of operations as determined in accordance with GAAP. As a result, these non-GAAP financial measures should not be considered a substitute for, nor
superior to, financial results and measures determined or calculated in accordance with GAAP. NOI is calculated as revenue less operating expenses exclusive of COVID-19 relief and expenses of ($7.7M), net. The Company believes NOI is a useful
performance measure in identifying trends in day-to-day operations because it excludes the costs associated with acquisitions and conversions and other items that do not ordinarily reflect the ongoing operating results of the Company's primary
business. NOI is an important points of analysis when evaluating performance as it provides an indication of the effectiveness of management producing growth in operations from existing assets. NOI provides indicators to management of progress in
achieving both consolidated and individual business unit operating performance and is used by research analysts and investors to evaluate the performance of companies in the senior living industry. 2
Important Information No Offer or Solicitation /Additional Information
and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The rights offering will be made pursuant to the Company's shelf registration statement on Form S-3, which became
effective on May 6, 2020, and a prospectus supplement containing the detailed terms of the rights offering to be filed with the SEC. Any offer will be made only by means of a prospectus forming part of the registration statement. Investors should
read the prospectus supplement, when available, and consider the investment objective, risks, fees and expenses of the Company carefully before investing. When available, a copy of the prospectus supplement may be obtained at the website maintained
by the SEC at www.sec.gov. This communication is being made in connection with the proposed private placement and rights offering. In connection with the proposed transaction, the Company intends to file a proxy statement with the SEC. The Company
may also file other relevant documents with the SEC regarding the proposed transaction. The information in the preliminary proxy statement will not be complete and may be changed. The definitive proxy statement will be delivered to stockholders of
the Company. This communication is not a substitute for any proxy statement or any other document that may be filed with the SEC in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the preliminary proxy statement and the definitive proxy statement (in each case, if and when available) and other documents containing
important information about the Company and the proposed transaction once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available
free of charge on the Company's website at http://www.capitalsenior.com. Participants in the Solicitation The Company and its executive officers and directors and certain other members of management and employees may, under the rules of the
SEC, be deemed to be "participants" in the solicitation of proxies in connection with the proposed transaction. Information regarding the Company's directors and executive officers is available in its Proxy Statement on Schedule
14A for its 2020 Annual Meeting of Stockholders, filed with the SEC on November 3, 2020, and in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021, as amended on April 30, 2021. These documents
may be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials relating to the proposed transaction to be filed with the SEC when they become available. 3Important Information No Offer or Solicitation /Additional Information and Where to Find It This presentation
does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or jurisdiction. The rights offering will be made pursuant to the Company's shelf registration statement on Form S-3, which became effective on May 6, 2020, and a
prospectus supplement containing the detailed terms of the rights offering to be filed with the SEC. Any offer will be made only by means of a prospectus forming part of the registration statement. Investors should read the prospectus supplement,
when available, and consider the investment objective, risks, fees and expenses of the Company carefully before investing. When available, a copy of the prospectus supplement may be obtained at the website maintained by the SEC at www.sec.gov. This
communication is being made in connection with the proposed private placement and rights offering. In connection with the proposed transaction, the Company intends to file a proxy statement with the SEC. The Company may also file other relevant
documents with the SEC regarding the proposed transaction. The information in the preliminary proxy statement will not be complete and may be changed. The definitive proxy statement will be delivered to stockholders of the Company. This
communication is not a substitute for any proxy statement or any other document that may be filed with the SEC in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the preliminary proxy statement and the definitive proxy statement (in each case, if and when available) and other documents containing important information
about the Company and the proposed transaction once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the
Company's website at http://www.capitalsenior.com. Participants in the Solicitation The Company and its executive officers and directors and certain other members of management and employees may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies in connection with the proposed transaction. Information regarding the Company's directors and executive officers is available in its Proxy Statement on Schedule 14A for its 2020 Annual
Meeting of Stockholders, filed with the SEC on November 3, 2020, and in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021, as amended on April 30, 2021. These documents may be obtained free of
charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and
other relevant materials relating to the proposed transaction to be filed with the SEC when they become available. 3
Leading Operator of Seniors Housing and Services 68 30+ 6,000+ 76.8%
3,200+ Communities 3 Year YTD 2021 Avg Occupancy Residents Employees 60 Owned History Served 60 owned communities 8 Managed Attractive Markets and Resident Attractive Private Pay 1,2 1 15+ Communities Demographic Focus 6,881 Units 5 - 14 Communities
18 States Texas < 5 Communities Private Pay Other 23% 29% 92% 22% 10% Ohio 8% Wisconsin 16% Medicaid Indiana 1 Balanced Unit Mix Supports Target Market Profile Assisted Living 50% Independent Living 68 Communities Memory Care 1 38% Data for 60
Owned Communities Managed Owned 2 Based on full Year 2020 12% Revenue 3 YTD through 6/30/21 4 See Forwarding Looking Statements DisclaimerLeading Operator of Seniors Housing and Services 68 30+ 6,000+ 76.8% 3,200+ Communities 3 Year YTD 2021 Avg
Occupancy Residents Employees 60 Owned History Served 60 owned communities 8 Managed Attractive Markets and Resident Attractive Private Pay 1,2 1 15+ Communities Demographic Focus 6,881 Units 5 - 14 Communities 18 States Texas < 5 Communities
Private Pay Other 23% 29% 92% 22% 10% Ohio 8% Wisconsin 16% Medicaid Indiana 1 Balanced Unit Mix Supports Target Market Profile Assisted Living 50% Independent Living 68 Communities Memory Care 1 38% Data for 60 Owned Communities Managed Owned 2
Based on full Year 2020 12% Revenue 3 YTD through 6/30/21 4 See Forwarding Looking Statements Disclaimer
Business Update 5Business Update 5
Strong Leading Indicators Support 2021 Occupancy Recovery Leads Tours
COVID-19 COVID-19 Vaccine Vaccine Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '21 '21 '21 '21 '21 '21
'20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '21 '21 '21 '21 '21 '21 Move Ins Move Outs COVID-19 Vaccine COVID-19 Vaccine Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan
Feb Mar Apr May Jun '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '21 '21 '21 '21 '21 '21 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '21 '21 '21 '21 '21 '21 Data for 60 Capital Senior Living owned communities See Forwarding Looking Statements
Disclaimer 6Strong Leading Indicators Support 2021 Occupancy Recovery Leads Tours COVID-19 COVID-19 Vaccine Vaccine Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
Apr May Jun '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '21 '21 '21 '21 '21 '21 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '21 '21 '21 '21 '21 '21 Move Ins Move Outs COVID-19 Vaccine COVID-19 Vaccine Jan Feb Mar Apr May Jun Jul Aug Sep Oct
Nov Dec Jan Feb Mar Apr May Jun Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '21 '21 '21 '21 '21 '21 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '20 '21 '21 '21 '21 '21 '21
Data for 60 Capital Senior Living owned communities See Forwarding Looking Statements Disclaimer 6
Outperforming Peers Through Challenging Environment COVID-19
Pandemic has had a material impact on senior housing operations throughout the industry Capital Senior Living continues to outperform peers in this challenging environment, with a less pronounced occupancy decline through the trough in
February 2021, and meaningfully faster recovery thereafter (1)(2) Capital Senior Living End-of-Period Spot Occupancy vs. Peers Impact of COVID-19 Pandemic (Mar '20 to Feb Road to Recovery '21) CSU: 560 bps increase (Feb '21 to Jun
'21) CSU: (760) bps decline Peers: 130 bps increase (Feb '21 to May Peers: (1,020) bps decline '21) Q1 '20 Q2 '20 Q3 '20 Q4 '20 Jan '21 Feb '21 Mar '21 Apr '21 May '21 Jun '21 Quarterly Monthly (2) CSU Spot Occupancy Peer Spot
Occupancy (1) Occupancy for 60 owned communities (2) Peer set consists of Welltower, Ventas, Brookdale Senior Living, and New Senior Investment Group See Forwarding Looking Statements Disclaimer 7 85.1% 82.9% 80.9% 80.6% 79.1% 78.6% 76.8% 76.5%
75.4% 75.7% 74.9% 75.3% 75.1% 76.7% 75.7% 78.5% 76.2% 79.3% TBD - as announced 80.9%Outperforming Peers Through Challenging Environment COVID-19 Pandemic has had a material impact on senior housing operations throughout the industry
Capital Senior Living continues to outperform peers in this challenging environment, with a less pronounced occupancy decline through the trough in February 2021, and meaningfully faster recovery thereafter (1)(2) Capital Senior Living
End-of-Period Spot Occupancy vs. Peers Impact of COVID-19 Pandemic (Mar '20 to Feb Road to Recovery '21) CSU: 560 bps increase (Feb '21 to Jun '21) CSU: (760) bps decline Peers: 130 bps increase (Feb '21 to May Peers:
(1,020) bps decline '21) Q1 '20 Q2 '20 Q3 '20 Q4 '20 Jan '21 Feb '21 Mar '21 Apr '21 May '21 Jun '21 Quarterly Monthly (2) CSU Spot Occupancy Peer Spot Occupancy (1) Occupancy for 60 owned communities (2) Peer set consists of Welltower,
Ventas, Brookdale Senior Living, and New Senior Investment Group See Forwarding Looking Statements Disclaimer 7 85.1% 82.9% 80.9% 80.6% 79.1% 78.6% 76.8% 76.5% 75.4% 75.7% 74.9% 75.3% 75.1% 76.7% 75.7% 78.5% 76.2% 79.3% TBD - as announced