Form 8-K

 

 

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) October 8, 2015

 

 

Capital Senior Living Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

1-13445   75-2678809

(Commission

File Number)

  

(IRS Employer

Identification No.)

14160 Dallas Parkway

Suite 300

Dallas, Texas

   75254
(Address of principal executive offices)   (Zip Code)

(972) 770-5600

(Registrant’s 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):

 

  ¨ 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 7.01 Regulation FD Disclosure.

As previously announced, on October 8, 2015 Capital Senior Living Corporation (the “Company”) will host an investor and analyst day (the “Investor and Analyst Day”) during which it will present various business and financial information. Attached hereto as Exhibit 99.1 is the Investor and Analyst Day presentation. The Company will simultaneously webcast its Investor and Analyst Day presentation beginning at 9:00 am Eastern time on October 8, 2015, which should conclude by approximately 11:30 am Eastern time. A link to the live webcast will be available prior to the scheduled presentation time on the Company’s website (www.capitalsenior.com) under the Investor Relations link. The webcast will be available for replay in the Investor Relations section of the Company’s website for a period of 90 days after the date of the Investor and Analyst Day presentation.

The information being furnished under Item 7.01 and Exhibit 99.1 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 Investor and Analyst Day presentation contains, 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 Investor and Analyst Day presentation, the Company’s management utilizes financial measures of operating performance, including adjusted EBITDAR, adjusted EBITDAR margin and adjusted CFFO, 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 amounts associated with the Company’s 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. The Company believes that these non-GAAP measures are useful in identifying trends in day-to-day performance because they exclude items that are of little or no significance to operations and provide indicators to management of progress in achieving optimal operating performance. In addition, these measures are used by many research analysts and investors to evaluate the performance and the value of companies in the senior living industry. The Company strongly urges you to review the reconciliation of net income from operations to adjusted EBITDAR and adjusted EBITDAR margin and the reconciliation of net loss to adjusted CFFO, each of which is included at the end of the Company’s earnings releases, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows.

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 the Investor and Analyst Day 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     Capital Senior Living Corporation Investor and Analyst Day Presentation.

 

* This exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01.

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 8, 2015     Capital Senior Living Corporation
    By:  

/s/ Carey P. Hendrickson

    Name:   Carey P. Hendrickson
    Title:   Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

 

*99.1     Capital Senior Living Corporation Investor and Analyst Day Presentation.

 

* This exhibit to this Current Report on Form 8-K is not being filed but is being furnished pursuant to Item 9.01.