Current Report Filing (8-k)
November 01 2017 - 3:42PM
Edgar (US Regulatory)
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 1, 2017
Capital Senior Living Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-13445
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75-2678809
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(Commission File Number)
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(IRS Employer Identification No.)
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14160 Dallas Parkway
Suite 300
Dallas,
Texas
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75254
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(Address of principal executive offices)
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(Zip Code)
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(972)
770-5600
(Registrants telephone number, including area code)
Not applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 1, 2017, Capital Senior Living Corporation (the Company) announced its financial results for the third quarter
ended September 30, 2017 by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1.
The information being furnished under Item 2.02, 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 may be expressly set forth by specific
reference in such a filing. The press release and the presentation referenced below 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 the presentation referenced below, the Companys
management utilizes Adjusted EBITDAR as a financial valuation measure and Adjusted Net Income and Adjusted CFFO as financial performance measures that are not calculated in accordance with U.S. generally accepted accounting principles
(GAAP).
Non-GAAP
financial measures may have material limitations in that they do not reflect all of the costs associated with the Companys 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. Adjusted
EBITDAR is a valuation measure commonly used by the Companys management, research analysts and investors to value companies in the senior living industry. Because Adjusted EBITDAR excludes interest expense and rent expense, it allows the
Companys management, research analysts and investors to compare the enterprise values of different companies without regard to differences in capital structures and leasing arrangements. The Company believes that Adjusted Net Income and
Adjusted CFFO are useful as performance measures in identifying trends in
day-to-day
operations because they exclude the costs associated with acquisitions and
conversions and other items that do not ordinarily reflect the ongoing operating results of the Companys primary business. Adjusted Net Income and Adjusted CFFO provide indicators to management of progress in achieving both consolidated and
individual business unit operating performance and are used by research analysts and investors to evaluate the performance of companies in the senior living industry. The Company strongly urges investors to review on the last page of the press
release the reconciliation of net loss to Adjusted EBITDAR and the reconciliation of net (loss) income to Adjusted Net (Loss) Income and Adjusted CFFO, along with the Companys consolidated balance sheets, statements of operations, and
statements of cash flows.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.2 is an updated slideshow presentation of the Company.
By filing this Current Report on Form
8-K,
the Company does not acknowledge that disclosure of this
information 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 this
presentation that become untrue because of new information, subsequent events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not
applicable.
(c) Not applicable.
(d) Exhibits.
*99.1
Press Release dated November 1, 2017.
*99.2
Capital Senior Living Corporation Updated Slideshow Presentation.
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These exhibits to this Current Report on Form
8-K
are not being filed but are being furnished pursuant to Item 9.01.
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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.
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Date: November 1, 2017
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Capital Senior Living Corporation
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By:
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/s/ Carey P. Hendrickson
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Name:
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Carey P. Hendrickson
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Title:
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Senior Vice President and
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Chief Financial Officer
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