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): April 30, 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 75254
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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.
(c) Exhibits. The following exhibit to this Current Report on Form 8-K
is not being filed but is being furnished pursuant to Item 9 below:
99.1 Press Release dated April 30, 2003
Item 9. Regulation FD Disclosure.
In accordance with SEC Release No. 33-8216, the following information
(including the attached exhibit), intended to be furnished under "Item 12.
Results of Operations and Financial Condition," is instead furnished under "Item
9. Regulation FD Disclosure." As provided in General Instructions B.2 and B.6 of
Form 8-K, such information shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such a filing.
On April 30, 2003, the registrant announced its financial results for
the quarter ended March 31, 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. 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: May 2, 2003 Capital Senior Living Corporation
By: /s/ David R. Brickman
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Name: David R. Brickman
Title: Vice President
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated April 30, 2003