UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 2, 2004
Capital Senior Living Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13445 75-2678809
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(Commission File Number) (IRS Employer Identification No.)
14160 Dallas Parkway
Suite 300
Dallas Texas 75254
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(Address of Principal Executive Offices) (Zip Code)
(972) 770-5600
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 2, 2004, the registrant announced its financial results for
the quarter ended September 30, 2004 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 being furnished under this Item
2.02 and Exhibit 99.1 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 adjusted 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
the 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.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits to this current report on Form 8-K are not being
filed but are being furnished pursuant to Item 9.01:
99.1 Press Release dated November 2, 2004
SIGNATURES
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 hereunto duly authorized.
Date: November 2, 2004 Capital Senior Living Corporation
By: /s/ Ralph A. Beattie
Name: Ralph A. Beattie
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit Name
The following exhibits to this current report on Form 8-K are not being
filed but are being furnished pursuant to Item 9.01:
99.1 Press Release dated November 2, 2004