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EX-99.2 - EXHIBIT 99.2 - CAPITAL SENIOR LIVING CORPc23496exv99w2.htm
EX-99.1 - EXHIBIT 99.1 - CAPITAL SENIOR LIVING CORPc23496exv99w1.htm
 
 

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): October 20, 2011

Capital Senior Living Corporation
(Exact name of registrant as specified in its charter)

         
Delaware   1-13445   75-2678809
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
14160 Dallas Parkway
Suite 300
Dallas, Texas
  75254
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (972) 770-5600

 
 
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 7.01 Regulation FD Disclosure.

On October 20, 2011, Capital Senior Living Corporation (the “Company”) announced that it has completed the acquisition of three senior living communities for a purchase price of $30 million. Two of the communities are located in South Carolina and the other community is located in North Carolina. The levels of care offered in the portfolio include independent living, assisted living and memory care. The acquisition was financed with approximately $22 million of debt with a term of 10 years and a fixed interest rate of 4.92%. A copy of the press release announcing the completion of acquisition is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Attached hereto as Exhibit 99.2 is an updated slideshow presentation of the Company.

The information being furnished under Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes 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 and presentation contain, and may implicate, forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

In the press release and presentation, the Company’s management utilized non-GAAP financial measures to describe the Company’s adjusted CFFO, adjusted CFFO per share and other items. These non-GAAP financial measures are used by management to evaluate financial performance and resource allocation for its facilities and for the Company 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 Company has provided this information in order to enhance investors overall understanding of the Company’s financial performance and prospects. In addition, because the Company has historically provided this type of information to the investment community, the Company 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.

By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information furnished under this Item 7.01, Exhibit 99.1 and Exhibit 99.2 is required by Regulation FD or that the information was material or non-public before the disclosure. The Company assumes no obligation to update or supplement forward-looking statements in the press release that become untrue because of new information, subsequent events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

  99.1.  
Press Release, dated October 20, 2011

  99.2  
Capital Senior Living Corporation Updated Slideshow Presentation

 

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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: October 20, 2011
  Capital Senior Living Corporation
 
 
 
  By: /s/ Ralph A. Beattie                              
 
  Name: Ralph A. Beattie
 
  Title: Executive Vice President and Chief Financial
Officer

 

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EXHIBIT INDEX

  99.1.  
Press Release, dated October 20, 2011

  99.2  
Capital Senior Living Corporation Updated Slideshow Presentation

 

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