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): March 2, 2004
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.
(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 March 2, 2004
Item 12. Results of Operations and Financial Condition.
On, March 2, 2004, the registrant announced its financial results for
the quarter and year ended December 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. 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 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.
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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: March 2, 2004 Capital Senior Living Corporation
By: /s/ Ralph A. Beattie
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Name: Ralph A. Beattie
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated March 2, 2004