UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2003
Capital Senior Living Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-13445 75-2678809
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
14160 Dallas Parkway
Suite 300
Dallas Texas 75234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 770-5600
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(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibit to this Current Report on Form 8-K is not being filed
but is being furnished pursuant to Item 12 below:
99.1 Press Release dated November 4, 2003
Item 12. Results of Operations and Financial Condition.
On November 4, 2003, the registrant announced its financial results for the
quarter ended September 30, 2003 by issuing a press release. The full text of
the press release issued in connection with the announcement is attached hereto
as Exhibit No. 99.1. This information is being furnished under Item 12 (Results
of Operations and Financial Condition) of Form 8-K. This information shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing. The
press release contains and may implicate, forward-looking statements regarding
the registrant and includes cautionary statements identifying important factors
that could cause actual results to differ materially from those anticipated.
In the press release, the registrant's management utilized non-GAAP
financial measures to describe the registrant's EBITDA, cash earnings and cash
earnings per share. These non-GAAP financial measures are used by management to
evaluate financial performance and resource allocation for its facilities and
for the registrant as a whole. These measures are commonly used as an analytical
indicator within the senior housing industry, and also serve as a measure of
leverage capacity and debt service ability. The registrant has provided this
information in order to enhance investors overall understanding of registrant's
financial performance and prospects. In addition, because the registrant has
historically provided this type of information to the investment community, the
registrant believes that including this information provides consistency in its
financial reporting.
These non-GAAP financial measures should not be considered as measures of
financial performance under generally accepted accounting principles, and items
excluded from them are significant components in understanding and assessing
financial performance. These measures should not be considered in isolation or
as an alternative to net income, cash flows generated by operating, investing,
or financing activities, earnings per share or other financial statement data
presented in the consolidated financial statements as an indicator of financial
performance or liquidity. Because these measures are not measurements determined
in accordance with generally accepted accounting principles and are thus
susceptible to varying calculations, these measures as presented may not be
comparable to other similarly titled measures of other companies.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 4, 2003 Capital Senior Living Corporation
By: /s/ Ralph Beattie
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Name: Ralph Beattie
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated November 4, 2003